Tabula Rasa
by Akino Ame
Summary: AF Season 3. Ben is discovered with amnesia, and Max, Gwen, and Kevin must figure out what happened to him. Meanwhile Ben tries to analyze himself and his relationships with everyone and figure out why he feels like he’s missing part of the story.
1. Retrograde

Chapter One: "Retrograde"

Ben gasped for air as the images faded from his mind. He was in a blind panic for a moment as he tried to pull his arms free from the restraints, but the cold laughter ringing in his ears brought him back to reality. That was right. It was just a memory—or a jumble of memories, in this case. The machine he was strapped in was making him relive his memories in flashes and surges of images and emotions.

Ben managed to focus and turned a glare on D'void. It was coming back now. D'void had escaped the Null Void somehow. He'd captured Ben, strapped him to this machine, and was torturing him. For revenge. After all, as D'void had said, what better way to break him than to use his own memories against him?

"Enjoying your little trip down memory lane?" D'void asked.

Hoping the defiance would mask the shakiness of his voice, Ben said, "You know, I'm really starting to miss the days when you were just Frankenstein's vet, Animo. You were a lot less of a pain to defeat!"

D'void's jaundiced eyes narrowed, and he turned up the power on the machine again. Ben shouted as a jolt went through his brain, spurring more of the chaotic flashes of memory. It was worse than the last time. When it stopped, he slumped in the machine, barely able to lift his head. It was even harder this time to regain his bearings.

"Enjoy your insolence while you can," D'void advised, approaching the defenseless Ben. "Because soon, the annoyance who was Ben Tennyson will be gone, and I'll have my most loyal servant yet!"

Reality kicked in again. Though he was still disoriented, Ben knew what this meant: mind control. He couldn't let that happen.

He tried to fight back as two coin-shaped devices were attached to his temples, but he couldn't summon the strength. The machine was activated again, but the pain was at its worst this time, amplified by the devices on his head. He just had time to scream before everything went black.

* * *

There was a faint pink glow behind Gwen's eyelids as she stood in the middle of the warehouse. Kevin stood off to the side, not wanting to interfere. While he usually took her powers more seriously than he had originally, this was particularly important. They'd been searching for Ben for the entire day, and the last clue they had led them to this warehouse on the docks. They couldn't trace the Omnitrix, so the only hope they had was Gwen. If she couldn't pick up anything here, then they had nowhere else to look.

The glow faded and Gwen opened her eyes. More anxious than he cared to admit, Kevin asked, "Well?"

"Nothing," she confessed, her shoulders slumping. "The mana trail goes cold here. After that, there's too much technology for me to get a clear trace."

"So, what?" Kevin pressed. "He's on a ship?"

"I don't know," Gwen sighed. "But I'm getting a reading on his aliens' mana. One thing's sure—he definitely used the Omnitrix." She looked around, giving her other senses a chance to try and find some evidence, but nothing looked out of the ordinary. There wasn't any damage that didn't look like it belonged there, nothing that indicated a fight. "But not for very long."

Kevin's voice was grim as he said, "Yeah, doesn't look like Ben put up much of a fight. And he can't go two feet without something blowing up on him."

Gwen looked completely defeated as she stared at the empty warehouse. Without any way to track him down or any evidence of where he'd gone, it was looking more and more unlikely that they'd find Ben. Looking at Gwen, Kevin hoped even more that they'd find him unharmed—if only because Gwen wouldn't have to be like this, and so he could hit the kid for making them worry.

"Let's see what your gramps found," Kevin insisted.

Nodding wearily, Gwen followed him back to the car, just as the tracking computer started to beep. They ran over and got in to see a green blip on the computer moving quickly across the screen.

"It's Ben!" Gwen realized. "He must have gone Jetray to escape!"

Kevin revved the engine. "Looks like he's heading back into town. We'll try to cut him off!"

Their hopes raised as the car sped down the road, chasing the signal. So far, it looked like Kevin was going to have to hit Ben after all, and Ben had better appreciate it.

* * *

Sometimes, it was dangerous being Cash's friend. Yeah, JT had enough influence over him that he usually could divert Cash's anger to anything else in his path, but there were days when that just wasn't enough. Like when Gwen and Kevin confronted him, asking if he'd seen Ben—actually, less asking, more threatening him if he'd done anything to Ben than anything else. Of course, he hadn't seen much less touched the guy, but it wasn't enough to please Tennyson's psychotically protective friends. Cash had been in an increasingly worse mood since, and JT could only hope that Cash wouldn't take it out on him. So he tried to keep a safe distance as Cash raged and occasionally threw in a few comments to feed his ego. It didn't exactly cool Cash's temper, but it did keep JT alive.

Cash was in the middle of another tirade when something knocked over the trashcans outside their hangout. Immediately, Cash grabbed a broken mannequin's arm and headed outside.

"Cash, leave it alone!" JT warned. "It's probably just a cat!"

But there was no reasoning with Cash in this kind of mood, and he was raising his weapon. JT hurried outside to try and stop Cash from killing whatever it was outside, only to see Ben staggering past the fallen trashcans. Hearing JT and Cash, he looked over in shock, his hand reaching for his watch.

"Oh, no you don't," Cash said, dropping the arm and grabbing Ben, shoving him against the wall. "You're not getting away that easily. This time, we settle this!"

Ben didn't fight as he hit the wall, and he looked at Cash in fear and confusion as a fist slammed into his stomach. It wasn't right; even though Ben preferred not to fight when he could avoid it, he didn't just sit back and take abuse like this.

And he never looked as out of it as he did right now. His hair was drenched with sweat, and he could barely seem to focus. Add in the fact that he could barely seem to walk, and it was clear he'd just come out of something bad.

Knowing something was horribly wrong, JT ran over, shouting, "Cash, stop!"

A green car pulled up suddenly, and Gwen and Kevin barely waited for it to stop before bursting out and running over. Before Gwen even had the chance to use her powers, Kevin grabbed Cash by his arms, keeping him restrained. As Ben collapsed to the ground, trying to breathe, Gwen went to his side.

"Are you okay?" she checked.

"I think so," he answered when he had the breath. He looked over at her, looking confused.

"What did we say about messing with him?" Kevin asked Cash.

Cash yelled as Kevin tightened his grip, and Ben just looked at everyone warily. Picking up on his strange behavior, Gwen asked, "Ben? What's wrong?"

There was a combination of fear and exhaustion, with a touch of embarrassment as he asked, "Who…are all of you?"

* * *

The moment the others had heard him ask who they were, absolute horror settled on their faces. One of the boys—the black-haired one who'd held off his attacker—went over to him and picked him up by his shirt, asking if he was serious. For a moment, he thought the other boy was going to hit him, but he realized that he didn't really want to hurt him; he was just scared. The girl had made him put him down, insisting they had to find her grandfather to see if he could help. She then put her hand on his shoulder as the other boy went to get his car and promised everything was going to be okay.

The whole time, they'd called him "Ben." Without his memories, he had nothing else to hold onto but that name. And he held it as tightly as possible until they drove to a house and two people burst out the front door and hugged him as if their lives depended on it. It had taken little time for the teens to explain that they'd found him wandering around with amnesia, and the adults wasted no time in taking him to a bedroom that he supposed was his and began looking over him for any signs of injury.

Ben grimaced as his father—at least, everyone _said_ it was his father—peeled two quarter-sized metal discs off the sides of his head. Though he didn't know why, he felt relieved to have the two discs off his face. There was something about them that just made him feel anxious the moment he realized they were there. His father then put them in a plastic bag, which he handed over to one of the two teens who'd taken him home.

He had to fight not to show his frustration. He had no memory of any of these people and no real frame of reference for them. He just had to take their word for everything they said: that he was Ben Tennyson, son of Carl and Sandra, who were standing in front of him, looking at him in extreme worry. That reaction alone was enough to make him believe they were his parents, but it was frustrating not knowing it for sure. Without any memories, he didn't know how he was supposed to feel.

"So…" he started. "What now?"

His parents exchanged confused looks, which only made Ben feel even more awkward. Finally, his mother admitted, "Well, we're not sure. It's not like you've ever come home with amnesia before." Despite the situation, Ben had to stifle a laugh. That was a relief to know, at least. "Are you sure you don't remember anything?"

Ben lowered his head and tried to concentrate. He had a faint memory of a flash of green light, but nothing before that.

"No," he answered. "The last thing I remember is wandering around town in a daze. Everything before that is a blank."

"Don't force yourself to remember anything," his father insisted. "Try and remember things at your own pace."

"Okay," Ben replied. Then, noticing that his friends standing outside the door, he said, "You guys can come in."

"Sorry," the girl said as she and the boy walked in. "I know Uncle Carl just said you need to remember things at your own pace, but we were really worried." Then, shooting a brief glare at the boy with her, she said, "Well, _I_ was, at least."

The boy shrugged. "I told you he's got a hard head. This isn't going to slow him down for long."

"Ben, this is Gwen, your cousin," his mother explained. "And this is Kevin, your…friend."

Ben raised an eyebrow at his mother's odd hesitation. "We _are_ friends, right?"

Gwen quickly cut in with "You two used to fight all the time when you were kids. You've grown up since then." Then with another unimpressed look at Kevin, she added, "A little."

It didn't seem like she was giving him the whole story, but the way she was acting about Kevin did indicate there was at least _some_ truth in it. Ben was about to ask more when Gwen's phone rang, and she quickly hung up in embarrassment.

"Sorry!" she told everyone. "I was calling around before to let everyone know Ben was okay. Looks like one of them called back, but I can talk later."

Well, at least that broke the awkward tension in the room. Ben smiled slightly as Gwen hurriedly put her phone back in her purse. He considered thanking whoever had called so suddenly, if he ever found out who it was. Memories or not, he knew already that he didn't like being in a situation as uncomfortable as this.

"Maybe you should get some rest," his mother suggested. "You still look a little out of it."

That sounded like good advice. He was tired and sore from the fight, not to mention whatever else might have happened to him that day. "Yeah," he agreed, lying down in bed.

His parents ushered everyone out of the room and turned out the light before gently closing the door. He could hear everyone's voices still in the hall, but his head felt too fuzzy to make any sense of the words. Instead of trying, he just lay there and repeated the names over and over in his head:

His name was Ben. His parents were Sandra and Carl. His cousin was Gwen, and his maybe-friend was Kevin.

If he just kept repeating them, maybe he would remember.

Outside, the others made their way to the living room. Once they were mostly out of Ben's earshot, the adults looked at the teens with more worry than they'd let themselves show before.

"Do you have any idea what might have happened to him?" Carl asked.

"Not yet," Gwen admitted, "but hopefully Grandpa can tell us what these things are."

"He _is_ the expert, after all," Kevin agreed.

Gwen gave him a grateful look for his one act of maturity before turning back to her aunt and uncle. "And I'll see if I can find something that might help bring his memories back."

"What about the aliens and his watch?" Sandra asked. "I'd hate to lie to him, but he's confused enough already. He might have an overload."

"We'll have to just wait and see what he remembers," Carl affirmed. "Until then, we don't try to lead him into anything—no aliens, no other visitors, and no information unless he asks for it."

"I'd better let Julie know," Gwen realized. "She's the one who called before. In the meantime, someone better think of a way to tell Ben he's got a girlfriend." And with a pointed tone toward Kevin, she added, "_Gently_."

Kevin looked offended. "How can you say that? You don't trust me around my own friend?"

Gwen gave him a flat glare. "I don't trust you around him when he _doesn't_ have amnesia. There are _reasons_ no one believes you're really friends."

Smiles began to crack, but nothing reached anyone's eyes. It was hard to smile or laugh with this kind of crisis on hand. Before that choking sense of discomfort could settle in again, Carl said, "Gwen, let your grandpa know to call us if he finds anything."

"No problem," Gwen agreed.

"Try and talk him into visiting Ben too," Sandra insisted, ignoring the uncertain look on her husband's face. "It should do Ben a lot of good. They've always been close." Despite his own misgivings, Carl nodded.

"We'll do whatever we can to help," Gwen promised.

Gwen and Kevin headed to the door, and Carl and Sandra saw them out. It wasn't easy to watch the kids doing all they could to fix the problem, but at the very least, they knew that it was just as important that someone stay by Ben as he tried to remember.

Even so, everybody felt a degree of helplessness as Ben's unheard repetition continued into the night.

* * *

It was with a sense of desperation that Kevin and Gwen drove to the Rustbucket and got the discs to Max. It felt like they were on the clock, that every second wasted was a memory Ben could have regained. When Max didn't immediately recognize the discs and had to look them up in the Plumber database, they anxiously looked over his shoulder at the computer until finally a match came up.

"This doesn't make sense," Max said.

"What?" Gwen pressed.

She and Kevin backed up as Max turned around, holding up one of the discs. "These are VN-JX technology, a kind of neural compulsion device used on the planet Korinthos until they were outlawed decades ago."

"So…mind control?" Kevin guessed.

"But Ben was completely in control of himself when we found him," Gwen protested. "He was out of it, but that was the amnesia, right?"

"Most likely," Max agreed. "These discs are burnt out. Ben must have overloaded them somehow, so they couldn't take affect on him."

Kevin smirked. "He's really got a talent for breaking things, doesn't he?"

Gwen huffed and shot Kevin an exasperated glare before turning back to Max. "Would that have caused the amnesia?"

Max regarded the VN-JX disc with a serious look before explaining, "While it's true that VN-JX devices cause some memory suppression in order for the mind control to work more smoothly, there aren't any reports of full-blown amnesia like Ben's. Something else must have been used to boost the memory suppression."

Gwen was afraid to get her hopes up, but she cautiously asked, "So Ben's memories are still in there, but he just can't access them?"

To her immense relief, Max said, "Yes. He'll be able to recover his memories instead of having to relearn everything. Chances are he'll have an easier time with any kind of implicit memory—habits and procedures he was used to before the loss of the explicit memory."

"Yeah, we've seen something kinda like that before," Kevin added. "This one DNAlien guy, Tyler. Lost his memory fighting off the face-hugger but had flashes here and there."

"But he got his memories back when Ben used the Omnitrix on him," Gwen argued. "I don't think Ben's amnesia is going to be cured as easily."

"Probably not," Max agreed. "We'll have to keep looking for something to recover his memories. In the meantime, keep helping him remember what he can."

Gwen shot her grandfather a pleading look. "Ben could really use your help, Grandpa."

"And I'll be helping," Max promised. "Whoever had these discs is probably the key to everything. I'll keep looking for him."

"No, Grandpa," Gwen insisted. "Ben needs _you_. He's not himself—he's confused, out of it, and we can't tell him everything because he might get overloaded…" She sighed in frustration and shook her head. "You've always been able to help him. Just…please. He needs you."

They stared at each other for a moment in a test of wills. Unnerved by the silent argument, Kevin cleared his throat and said, "I better get you back, Gwen. Your folks're probably worried."

"Yeah," she sighed, turning to the door. Before walking out, she looked at Max one last time and whispered, "_Please_," before Kevin walked her out to the car.

Max set down the discs and put the computer on an automatic scan. For the past year, he'd tried to tell himself the hard truth that his grandchildren didn't need him anymore, that they were more than mature enough to handle things on their own. And each time he said it, Ben and Gwen always argued otherwise. But he knew better, even if they didn't want to admit it.

This time, he wasn't sure who was really right.

* * *

It was dark when Ben opened his eyes. He'd dozed off at some point during his repetitions, but somewhere in his half-asleep mind, he could at least remember what he'd told himself. Good. The new memories were staying put.

He ran a hand through his hair, coming across matted knots. The rest of his body felt sticky and sore. Making a face, he muttered, "Need a shower."

Automatically, he got out of bed and went to the wall, finding the lightswitch without problem. For a moment, he stood in surprise. He hadn't been paying much attention to everything in the room, so he was sure he didn't remember it from coming in.

_Guess my memory's starting to come back,_ he realized, a smile spreading across his face as he made his way to the dresser.

Of course, finding his clothes wasn't as easy, now that he was actually thinking about what he was doing. It took a few tries before he found everything he needed, and he frowned in annoyance.

_Okay, guess it's _not_ going to be that easy,_ he thought.

He _was_ pretty sure that the laundry hamper was in the closet, so he tossed his pajamas on his bed before opening the closet door. The moment he did, a flood of medals and trophies came spilling out in front of him. Staring at the awards and their decidedly unceremonious location, he wasn't quite sure what to think.

"…_Definitely _going to have to figure that one out later," he decided.

He kicked off his shoes into the closet and started trying to kick some of the awards back inside while he took off his jacket. He winced as one of the trophies touched a sore spot on his ankle, but he wasn't going to give it much thought until his jacket was off. As he threw it in the hamper, he noticed dark bruises circling his wrists, looking suspiciously like some kind of restraints. His stomach dropped as he hurriedly leaned over and pulled off his socks to see the same bruise pattern on his ankles.

He raced to the bathroom, operating on automatic again. Standing in front of the mirror, he pulled off his shirt. Bruises and cuts in various stages of healing were present over his chest and back. While he couldn't say he was completely covered in them, there were far more injuries than he expected a normal teenage boy to have.

Fear gripped him as he stared at his reflection and thought back on his family and friends. They'd seemed so glad to see he was okay before, but what if he was wrong? And even if he wasn't, why did he look like he regularly got a decent beating?

Pushing his fears aside, Ben turned on the shower before heading back to his room to throw his shirt in the hamper and grab his pajamas. He wasn't going to get anywhere by jumping to conclusions. If he was going to remember anything, he would have to analyze things carefully and take things one step at a time.

* * *

It was late night and Gwen couldn't sleep. Too much was on her mind about Ben having little on his—it would almost be funny if it wasn't so horrible. After tossing and turning for hours, she finally gave up. Wrapping herself warmly in her bathrobe, she collected her spellbooks and quietly made her way down to the kitchen, using her powers to bypass the sometimes creaky stairs.

It was a familiar routine. Taking care not to wake her parents, she made herself a cup of coffee as she pored over her spellbooks. Only this time, instead of looking for a way to reverse Kevin's mutation, she needed to find something that could help Ben regain his memories.

_Hopefully, I'll have better luck this time,_ she thought.

_**Ben 10: Alien Force**_** is the property of Cartoon Network. Sadly, I am not an expert in neurology, so I'm going with a form of memory suppression (not outright amnesia) that we've already seen in the show. It also helps to keep this story as a short character exploration piece. Information on memory (particularly explicit versus implicit memory) is from Wikipedia, Scholarpedia, and my college course on cognitive psychology. I will try my hardest not to use one specific model of the brain (such as referring to it as a "computer"), as it can sometimes be a pet peeve of mine, though I will probably make reference to specific regions of the brain at some point.**


	2. Instinct

Chapter Two: "Instinct"

Open books were spread all over the table as Frank Tennyson entered the kitchen. Alarmed, he noticed his daughter with her head down on her arms, asleep in the middle of a thick book. An empty cup of coffee was next to her. Though it looked like just a failed late-night study session, he knew enough about Gwen's life that he wanted to be sure that was all it was.

"Gwen?" he called gently, shaking her. "Gwen?"

Moaning, Gwen opened her eyes to see her father standing over her in worry. She groaned and sat up, mumbling, "Morning, Dad."

Giving the scattered books an amused smile while Gwen rubbed the sleep from her eyes, Frank asked, "All-nighter?"

"More or less," Gwen admitted as she closed one of the books. "I couldn't sleep last night, so I decided to look for some way to help Ben with his memories."

Frank picked up one of the books, looking at it skeptically. "This doesn't look like medicine. In fact, if I didn't know better, I'd say…"

Gwen sighed and practically ripped the book out of her father's hands. "It's magic, okay? Can we not have the science vs. magic argument right now? It's way too early for me to be fighting with anyone."

"Fair enough," Frank agreed, looking sympathetically at Gwen. There were dark circles under her eyes, but it was clear it wasn't just lack of sleep that was aggravating her. "Did you find anything that could help?"

Gwen exhaled, keeping her temper in better check this time. "I know you don't believe in magic, so you don't have to humor me. But alien powers or not, it works for me. Just not a lot lately." She gave her spellbooks a frustrated look, fighting back tears. "It seems like every time I try and look for something that can help Kevin and Ben, I can't. I can't fix Kevin, and I can't help Ben. I'm completely useless."

"No, you're not," Frank argued. "And I know they've probably told you the same thing. This is a tough situation, and you're not going to find an easy way out of it, whether through magic or science. Eventually, you'll find a way to help Kevin with his problem, and as for Ben…" He put his hands on her shoulders as she looked up at him, her eyes tearing. "Give it time. Ben's going to start remembering things sooner or later. The best way you can help him is just to be there and help him make sense of everything."

Gwen closed her eyes. The tears she'd been holding back slid down her face, and she nodded. Taking a moment to wipe away the tears, she said, "I guess you're right."

Giving her a comforting smile, Frank asked, "Now, just what are you going to do about school? It starts in a few hours, and looking at all of this, I'm not sure you got enough sleep."

"Any chance I can stay home?" she asked. "I really need to check on Ben, especially if Uncle Carl and Aunt Sandra are going to work."

"He'll be fine for a few hours," Frank insisted. "I'll let you stay home, but you need to sleep, not just worry about your cousin."

"It's not that," Gwen insisted. "Just…" Her father gave her a confused look, and she sighed. "Ben's going to be alone for six hours with Kevin as the only one around. With amnesia." Frank started to catch on, and a smile spread across his face. "I _really_ need to be sure he's going to be okay."

* * *

It took a lot of convincing for Ben to get his parents to leave him home alone for the day. While none of his memories had returned yet, he felt better after a good night's sleep, and they'd admitted that he seemed to be a bit more like himself. Ben couldn't judge that for himself of course, but his head was clearer and he had more energy at the very least. Still, it took a lot of complaining before they finally agreed he would be fine on his own. It had felt comfortingly natural, giving him that further assurance about who they were and who he was.

Even so, it didn't answer for the cuts and bruises on his body or the bruises on his wrists and ankles. Those he covered up with a jacket and socks, afraid to bring attention to them as he tried to get a little time to himself. He needed to figure things out on his own, and he knew he wouldn't be able to if anyone saw the bruises. They'd never leave him alone.

There were photos in the living room, so he decided to go through them, try and see if they jogged any memories. The years were laid out before him: infancy, childhood, and adolescence. It was strange looking at the pictures, seeing himself at different ages, and not remembering anything: a family photo when he was a kid, a recent school picture, pictures of him with a soccer ball, pictures of him with his friends. None of them brought back any memories. He picked up a photo of him laughing with an Asian girl and only felt a vague sense of familiarity. He knew that he knew her somehow, but he couldn't remember anything specific. Frustrated, he slammed the photo down on the mantle.

The front door opened suddenly, and Ben jumped, his hand going directly to his watch. Surprised by this odd reaction, he looked down at his hands as Kevin walked through the door. For a moment, they stared in complete confusion—Ben trying to figure out the weird reflex and Kevin trying to figure out what was going on with Ben. Finally, feeling silly, Ben lowered his arms.

"…Hey," he said a little awkwardly.

"Remember anything yet?" Kevin asked.

"Not really," Ben confessed.

Kevin walked over and hit him upside the head with a magazine. "It'll come back sooner or later."

Ben rubbed his head as Kevin made himself at home. "What are you doing here?"

"Figured I'd drop in, give you some company," Kevin answered, plopping down on the couch and putting his feet up.

"And we gave you a key?" Ben asked suspiciously.

Kevin smirked. "Nah. I've got my own way in."

It took Ben less than a second to realize what he meant, and he stared at him in disbelief. "You _picked_ my lock?"

Kevin shrugged, still smirking. "I told you before you need to change the locks around here. Guess it's one of the things you forgot."

"You…" Ben sputtered, completely blown away by his audacity. Not only was he breaking into Ben's house, but he was _making fun of him_ for having amnesia! "I can't believe you!"

"You say that a lot," Kevin pointed out. "Looks like you _are_ starting to remember things."

Ben groaned in frustration. He hated to admit it, but there was something familiar about this—something _annoyingly_ familiar. Fighting off the migraine Kevin was starting to give him, he asked, "Did you just come here to pick on me all day?"

"Not really," Kevin answered. "Just one of the perks."

Ben rolled his eyes. "At least one of us is getting something out of this."

The smirk was back on Kevin's face. "See? There is a bright side to all this. By the way, I got you something." He tossed over the magazine.

"What's this?" Ben asked.

Instead of answering, Kevin just continued to smirk as Ben looked down at the magazine. It took three seconds for Ben to realize what he was looking at, and he threw the magazine back at Kevin. All the while, the smirk was still there.

Ben _really _hated that smirk.

"You brought me _porn_?" he cried.

"What?" Kevin asked, all innocence. "I thought it'd make the whole recovery process a lot less painless!"

"Looks like I got here just in time," Gwen cut in suddenly, her tone flat.

Ben turned in surprise as she walked through the door, but he managed not to reach for his watch this time. Gwen didn't look at all surprised to see that Kevin was smug and Ben was annoyed, and she sighed, "I knew it wasn't a good idea to leave you two alone."

"This is normal?" Ben guessed, not surprised himself.

"Too normal," Gwen answered, before giving him a probing look. "How are you feeling?"

Ben started rubbing his left wrist over his watch, trying to ignore the bruises and the weird reflexes. "Better today," he admitted. "And if nothing else, I'm starting to understand why no one believes Kevin and me are friends."

Gwen couldn't help but smile at that. Then, remembering the Styrofoam cup in her hands, she said, "Oh! I stopped by and got you a smoothie. Figured it might help."

"Thanks," Ben answered, taking it from her. He took a sip, tasting mango and pineapple.

"I wasn't sure what you'd want," she said. "You pretty much change your favorite every week."

"This is great," he insisted. "And much better than Kevin's idea of a get-well present." He was immediately hit upside the head with the magazine again.

"Hey, I'll have you know this was a well thought-out, heartfelt gift," Kevin said, standing right behind him. The porn was in his hand, with the cover torn from the impact. "And now you ripped it!"

Ben rubbed his head again, glaring at Kevin in annoyance. Behind him, Gwen crossed her arms, giving Kevin a similar glare.

"Kevin, leave him alone," Gwen argued.

"How many times are you going to hit me?" Ben demanded.

"As many times as it takes till you get your memories back," Kevin answered, tapping Ben on the head with the magazine again. When he was met with confused looks, he said, "You guys have got to start watching more TV. Skipper gets hit in the head and gets amnesia? Another good smack cures him?"

"_Gilligan's Island_," Gwen realized with a groan. "You are _not_ trying to cure Ben with some kind of crazy scheme that only works in bad reruns!"

As Gwen and Kevin began arguing, Ben decided the best thing to do was ignore them. This too felt natural. He wandered back over to the bookcases and noticed a bare spot on the wall. Immediately, it caught his attention, and he had the vague feeling something was wrong about it. There was a faint trail of dust stretched out across the wall, as if a shelf had been there, but the line stretched down a bit, as if there had been a handle. Whatever it was, it had been hidden recently.

"Ben?" Gwen asked, concerned when she saw him studying the wall. "Is something wrong?"

"What was here?" he asked, pointing at the bare spot. Somewhat uncomfortably, he added, "It looks like it might have been a rifle."

Gwen and Kevin were silent for a little too long, and Ben couldn't help but feel suspicious. Finally, Gwen said, "Your parents don't own a gun, Ben. They really don't believe in violence."

And yet here he was, bruised and cut up as if he regularly got in a fight. Sighing, he sagged in defeat answered, "Right." They were keeping things from him and hiding some things that might have been important for him to remember. He didn't like it.

"Ben?" It was Gwen again, her voice soft and worried. Without turning around, Ben knew that she was giving him that look—somewhere between maternal worry and sisterly concern—and Kevin was keeping out of it, his arms folded as he pretended to look like he didn't care. Although he knew it, Ben didn't know _how_ he knew it, and that was what bothered him.

"I can't remember _anything_," Ben confessed. "I know some things, but I just don't know _why._ I can find my way around the house half-asleep. I can argue with Kevin. It all feels right, but when I try to think about it, I lose it. Everything's right here in front of me, and I just can't hold onto it." He closed his eyes and tightly gripped the bookshelf, trying to concentrate. "I keep trying to figure out what happened, but the only thing I remember is a flash of green just before I fall into a bunch of trashcans."

A hand settled on his shoulder—heavier than he thought it would be, and right over a bruise to boot. Ben flinched slightly from the pain, and Kevin eased the pressure. Ben looked back at him to see a sudden serious expression on his face, and something seemed to come back.

"You're gonna get through it," Kevin said. "Stop worrying about it."

Ben watched him carefully as the almost-memory settled in place: the feeling that he was never alone, that he could always count on someone to help him out—someone he'd never expected he'd be able to count on. No matter how much they annoyed each other, there was that absolute trust between them.

"…You always have my back, don't you?" he asked.

Kevin pulled back as Gwen started smiling. Annoyed, he scowled and said, "Enough with the sappy stuff already, Ben. You're gonna make me think there's more wrong with your brain than just amnesia."

"He cares more than he lets on," Gwen assured Ben.

"No, I don't!" Kevin vehemently argued, making Ben grin.

"Anyway," Gwen interrupted, "you just need to take it easy. We talked to Grandpa Max, and he thinks you're going to have an easier time with instincts and habits than anything else. He says your memories are just out of reach, not gone completely."

Grandpa Max—the name felt like it should have meaning, but Ben was having a hard time connecting it to anything. Trying not to focus too much on that, he asked, "Is he a doctor?"

"Actually, he's a plumber," Kevin answered.

There was absolutely no trace of logic for Ben to follow. Helplessly, he gave his friends a bewildered look as Gwen quickly explained, "He's got a _lot _of experience in different things."

"I'll…have to take your word for it," Ben answered skeptically.

Gwen's smile was reassuring. "Don't worry. We all thought the same thing the first time."

Ben nodded, though still a little uncertain. Finally he asked, "Okay, so my memories are just out of reach. How _am_ I supposed to reach them?"

Now, Gwen looked apologetic. "I've been looking into that, and so far I haven't found anything."

"Not even hypnosis?" Kevin suggested.

"Well, it came up," Gwen admitted, "but when I looked it up some more, none of the research seems to agree on anything. Some say it works, but others say it just plants a suggestion and can create a false memory." There was a pause, and she gave Kevin a flat look. "Besides, you'd just try to make him act like a chicken."

As Kevin smirked once more, Ben pleaded, "I've already got amnesia. I don't need to start thinking I'm a chicken too."

"You never know, it might be an improvement," Kevin said while Ben glared.

"Don't worry," Gwen insisted, "he's banned from messing with your head."

"Thank you," Ben sighed.

But even with the bad jokes, there was still regret all over Gwen's face. "I'm sorry I couldn't find anything to help you."

Gwen's concern still felt familiar, but this time, Ben thought he remembered how he would respond.

"It's okay, Gwen," he insisted. "Kevin's right. I'm going to be okay." Gwen smiled in relief and hugged him. Whether it was because she believed him or because he'd called them by name, he wasn't sure. But he _was_ sure that it was going to be a lot easier to go through with them around.

Gwen finally let go, a little embarrassed. "Sorry. You're still confused, and I probably freaked you out…"

"It's okay," Ben said, smiling. "And actually, I _could _use you guys' help with something."

"Sure," Gwen answered. "Anything."

Ben turned and picked up one of the photos. "Think you can remind me who everyone is?"

* * *

Ben spent his entire afternoon going over the photos with Gwen and Kevin, and he began to feel a lot better. Nothing specific was coming back, but things and people were starting to feel more familiar. For the first time since he'd woken up without his memories, he started to feel optimistic.

It only took a misstep for all that optimism to come crashing down. Ben's ankle smacked into the kitchen table after dinner, and he suddenly remembered all the injuries he couldn't explain. Hurriedly, he ran into his bedroom and locked the door so he could check the bruises on his ankles.

"Aw man," he groaned, looking at a large purple bruise on one side of his foot, where the trophy had hit him the night before. Nearby, the bruises threatened to spread into the red mark where he'd hit the table.

"What's going _on_?" he muttered, pulling the sock back on.

He knew his parents were worried outside, but he also knew they wouldn't try to enter the room. It was enough to cement his decision. He pulled on a pair of shoes and opened the window, trying to ignore the sense that he'd done this before. Climbing out the window, he landed softly on the grass before walking off to think.

* * *

Ship was bouncing in front of the door as Julie approached. Giggling, she said, "Okay, Ship. Just give me a second to open the door."

The puppy-like alien bounced around her feet as she opened the door and stepped outside. Suddenly, something caught his attention, and he started jumping higher.

"Ship! Ship!" he insisted.

"What is it?" Julie asked.

Just as she asked, someone walked past the house. She stared in shock as Ben passed by, seemingly distracted. She was sure he wasn't supposed to be out there on his own in this condition. He was going to get lost or hurt or worse.

"Stay here, Ship," she ordered, closing the door and running after her wayward boyfriend. "Ben!"

He froze at the sound of his name and slowly turned. She'd never seen that confused look on his face, as he tried to place the memory.

"Julie, right?" he checked.

"Yeah," she answered. "Gwen told me about your amnesia." Ben sighed and nodded. "What are you doing out here?"

"I needed to clear my head," he admitted. Then, with a definite trace of bitterness, he added, "Not that that's not the problem right now."

This wasn't good. Sitting down on the grass, she ushered him to do the same. He did, but only after a moment of hesitation and caution. Julie didn't like it one bit; something had shaken his trust, and it wasn't just the memory loss.

"Are you okay?" she asked.

He shrugged. "I just can't seem to figure anything out."

"It's going to be hard," she admitted, "but that's why you have your family to help you." He flinched slightly, and she knew that was part of the problem. "What's wrong?"

Ben hesitated before asking, "How much do I tell you about things? About my life and my friends and family?"

Had he started to remember the aliens? Gwen would have told her if that was the case, so Julie played it safe and answered, "I know everything. You've always been completely honest with me."

Ben watched her carefully and nodded. Then he pushed up his sleeves. For a moment, Julie thought he was showing her the Omnitrix, but in the faint light from the streetlamps, she could see bruises circling his wrists.

"Ben…" she said in shock. She was about to ask what had happened, but she realized it was one of the things he didn't remember. She had to make her own judgment. "It looks like you were tied up!"

He pushed his sleeves back down and looked at the ground. "They're around my ankles too."

Worriedly, she asked, "Did you tell anyone?"

He shook his head. "I don't know if I can. There are bruises and cuts all over my body, and I don't know where they came from." He looked at her, and there was a trace of fear in his eyes. "I can't remember anything. Everyone _seems_ okay, but I don't know that for sure."

Carefully, Julie took his hand, not wanting to try anything more intimate while he was so confused and scared. It simply hadn't occurred to anyone that his injuries from fighting aliens would draw his attention so much.

"It's okay," she insisted. "I think I know how you got all those bruises." He looked at her desperately, and she explained, "You try and help people, and sometimes it gets you in trouble."

"Like with the two kids Gwen and Kevin found me with?" he asked. "One of them just started hitting me."

"Cash and JT," Julie realized, and Ben nodded. "It's sort of like that."

"What do you mean 'sort of'?"

She sighed. "I can't be any more specific right now. But trust me, you're doing a lot of good. Sometimes you get hurt and I get scared, but I know you'll do everything you can to try and come out of it safely."

"Then why do I keep doing it?" he asked.

She smiled, a little sadly. "You wouldn't be you if you didn't." Hesitantly, he nodded. "Does that help any?"

"A little," he confessed, dropping his head in his hands as his shoulders sagged in defeat. "Feels like I've got more questions than answers, though."

"I'm sorry," she answered, completely sincerely. "I can't tell you more right now. You're supposed to try and remember on your own."

"Yeah, I know," he sighed, turning back to her with tired relief. "But I do feel better knowing I'm not being abused or anything."

"You'd never let that happen," she insisted. "You're too strong for that."

He smiled wearily. "Thanks, Julie."

He hugged her, and she could feel the tenseness starting to ease from his body. Being careful about the bruises he'd warned her about, she hugged him back.

"Anytime, Ben," she promised. As they let go, she asked, "Do you need me to call somebody to pick you up?"

He shook his head as he stood up. "I can find my way home. I was careful. Thanks."

She watched him walk back in the direction he came from, but she didn't feel right letting him just go like that. Taking out her cell phone, she quickly dialed Gwen's number.

* * *

Ben was only a few streets away from home when he had the distinct feeling something was wrong.

He came to a stop and immediately raised his left wrist as he started scanning the empty streets. He didn't see anyone around, but all of his instincts were telling him he was in danger.

_Look_ up, something in the back of his mind whispered.

It was crazy, but he knew he'd have to trust his instincts. Looking up at the sky, Ben saw some kind of strange shadow coming toward him. As it got closer, he managed to make it out: some kind of eldritch horror—a large, gaping mouth with wings and tentacles. And it was coming for _him_.

Something told Ben to stand his ground, but he decided it was time to ignore it and run. Behind him, he could hear wild, insane laughter. It pricked at his memory, but he didn't turn around to look. All that was on his mind was the need to get away.

"You won't be able to hide, Ben!" someone called out to him—the same voice as the laughter. "And don't count on a rescue—I've made sure to block your Omnitrix's tracking signal."

The thing swooped down, and Ben dropped to the ground before it could grab him. One of the tentacles brushed past his back, scratching him with its sharp ridges. He suddenly had a feeling he knew exactly how he'd gotten those injuries, and he quickly got to his feet. Before he could run, however, a man dropped to the ground in front of him. He was topless save for a cape, which allowed him to show off his muscles—a physique that should have conflicted with his white hair and yellowish skin and eyes, but the combined features only made him appear more intimidating. Flashes of memory went off in Ben's mind—a sense of panic, then of defiance. And a name.

"You're Animo," he realized, taking a step back. "You did this to me."

Animo laughed again, and Ben unconsciously found himself tensing for a fight. Seeing this, Animo noted, "It looks like my attempts to break your stubborn mind failed. You're as insolent as ever. I'll just have to try harder this time."

"That's not going to happen!" Ben argued, holding up his wrist again.

Animo regarded him skeptically. "Do you really think you remember enough to work that thing?"

Ben looked down at his wrist in confusion. What was he _doing_? He needed to run. And even if he _could _fight off Animo and this creature, what good was a wristwatch going to do him?

Smirking, Animo ordered, "Attack!"

Ben looked up to see the creature flying toward him. Instinct took over completely. Without thinking, he squeezed the sides of his watch, bringing up a dial. And feeling like he'd done it a thousand times, he slammed the dial down again.

A flash of green light flooded Ben's vision, just like the one in his hazy memories. In the midst of the green, he could feel something happening to his body. Parts of his skeleton compressed while other parts elongated. His skin became tougher, and his body temperature dropped. And yet, none of it hurt. It was comforting, and caught up in the sense of familiarity, Ben let go of himself. Something else came to the front and breathed out its name in a slow hiss:

"Big Chill!"

Big Chill opened his eyes to see the Null Guardian flying toward him. Without a word, he flew toward it, going intangible to freeze it solid. The Null Guardian crashed to the ground, sending asphalt and splinters of ice into the air.

"Now for you," whispered Big Chill, turning to Animo.

He took a breath and exhaled a blast of cold air and ice. Animo immediately retaliated with a blaster. Too enraged by the mess of memory fragments, Big Chill failed to go intangible and took the laser in the chest. He shouted in pain from the burn, then started a rapid descent toward Animo, intending to freeze him the same way he had the Null Guardian.

_No_.

Big Chill stopped at the whisper in the back of his mind. Something suddenly felt wrong. He needed to stop Animo, make him pay for what he'd done, but there was something pulling him back. Something was fighting him.

_I can't kill him_, that whisper insisted.

Big Chill clutched his head in pain as the two sides of his mind fought. Taking advantage of his distraction, Animo fired his blaster again.

A pink energy barrier appeared in front of Big Chill, protecting him from the laser. Unfortunately, it shattered on impact, sending Big Chill flying backwards before he caught himself. Below, a humanoid figure tackled Animo.

"Ben!" came a voice he remembered. He looked down to see Gwen staring up at him in worry, her hands glowing pink.

Fear and confusion brought Ben back to the forefront again, and with the alien instincts suddenly losing control, he couldn't remember how to use Big Chill's abilities and fell. Gwen immediately cushioned his impact with an energy structure, but it only scared Ben more. Once he was on his feet, he took a step back, holding out his clawed hands in defense.

"Stay back!" he warned, only to be shocked at the sound of his own voice. It couldn't have been his; he didn't sound this raspy. But his body wasn't his anymore either, not with the blue and black skin, claws, and the wings that had wrapped themselves around him like a cloak.

Gwen's expression was full of concern as Ben started to have a panic attack. Slowly, she moved forward, insisting, "Ben, it's okay."

No, it wasn't okay, Ben wanted to say. He'd just been chased down by a crazy old man who had done…_something_ to him that made him lose his memories. He'd been attacked by a creature out of some kind of horror film—a "Null Guardian," his vague memories called it. His watch had turned him into another weird creature with ice powers and almost no control over his mind until he recognized Gwen, who was creating objects out of pink energy. Just what part of that was "okay"?

He heard Kevin shout nearby, and he stared in shock as a young man made of metal and stone was thrown several feet. He was even more shocked when he realized that young man was Kevin.

"We don't exactly have time for this, Ben!" he argued. "You going to help us or what?"

This didn't make any sense…and yet somehow it did. Ben wasn't human, Kevin wasn't human, and Gwen—he wasn't even sure about her. It was obvious this was what they'd been trying to keep from him, but it didn't make it any easier to take.

His head hurt. Too much was happening all at once, and he couldn't get anything to make sense. He brought his hands to his head and closed his eyes tightly, trying to shut out everything.

"Ben!" Gwen called.

She put a hand on his arm, and it set him off. He threw his arms up, causing his wings to spread out, and shouted, "Stay away!"

Caught off-guard, Gwen was hit by the wings and fell to the ground. Seeing a threat to her, Kevin ignored his fight with Animo and turned toward Ben.

"Hey!" he shouted, running at Ben with one hand transformed into a mallet and the other into a mace. "You leave her alone!"

He was serious. Ben just managed to avoid a hit from the mace and jumped to avoid the mallet. Hovering over the ground, he just continued to dodge, weakly trying to defend himself by blocking with his arms.

"Stop it, Kevin!" Gwen yelled. "He's not trying to hurt us!"

Animo's laugh interrupted her, and they turned to see him in the air, standing atop the freed Null Guardian. "This is more entertaining than I'd hoped, young Ben. But don't think I'm done with you. I will have my revenge yet!"

The Null Guardian and Animo took off into the night sky, and Kevin groaned in frustration.

"Great, he got away!" he complained. "Now what are we supposed to do?"

"Nothing right now," cut in a new voice.

Ben turned to see a heavyset older man calmly walking toward them. He'd seen him in the photos at home, and he knew the name that went with the face.

"Grandpa Max?" he asked.

Instead of answering, Max grabbed Ben in a tight hug. Ben tensed up in shock for a moment, but he soon relaxed. Faint memories of safety and trust filled his mind. As long as Max was there, everything was going to be okay.

In that calmer state, Ben managed to remember how to transform back into human form. His feet touched the ground, and he looked up at his grandfather as Max slowly let go.

"Grandpa, what's going on?" he asked.

Max kept his hands on Ben's shoulders as he promised, "I'll explain everything later. Right now, you need to rest." He looked over at the others. "One of you make sure he gets back home okay."

"No problem," Kevin answered, walking over. "C'mon, Ben."

Ben looked at Kevin hesitantly before looking back at Max, who assured him, "Everything will be okay. Go on."

Slowly, Ben nodded before following Kevin to his car. It had been a long night, and something told him it was only going to be a longer day to come.

**Implicit memory is the result of past experiences ingraining habits into you—such as Ben constantly going to the Omnitrix every time he's startled or afraid, as well as his kneejerk responses to Kevin and Animo. To add to the mess are the alien instincts, such as Big Chill, whose instincts we've already seen overwhelm Ben back in "Save the Last Dance." The entire fight with Big Chill was a throwback to that episode, with a touch of Aang's Avatar State from **_**Avatar: The Last Airbender**_** (particularly from the finale, "Sozin's Comet: Avatar Aang"). References to D'void/Animo were changed according to Ben's memory loss—it's more or less from his perspective, so the name he remembers is the name the narration uses.**


	3. Persona

Chapter Three: "Persona"

"We're here."

Ben looked around as Kevin turned off the car and got out. Slowly and cautiously, he did the same.

Instead of taking him straight home, Kevin had driven him to the beach. Everything was silent except for the sound of waves lapping up on the shore. Except for Kevin's stiff attitude and Ben's confusion, the quiet would almost be relaxing.

Deciding it was better to break the silence, Ben asked, "Why are we here?"

Kevin thumbed in the direction of the water. "You took a few hits in the fight. You should wash up before your folks see you."

That was something Ben hadn't considered. His grandfather knew what was going on, but his parents…

"Do they know?" he asked.

"Yeah," Kevin answered. "But you try not to worry them anyway." When Ben only gave him a blank stare, he sighed, "Look, you only told me this a little while ago, all right? You come down here to wash up after some fights. I figured you'd probably want to get cleaned up _before_ facing all those questions."

This did make sense, and Ben nodded. "Right."

He walked toward the shoreline and took off his clothes, setting them aside to keep dry. The water was cold and the salt stung his cuts, but he held back a shiver and waded in until the water was up to his chest. Soon enough, the pain faded, and his muscles began to relax. The scratches on his back from the Null Guardian, the light burn from Animo's blaster, and all the other bruises and scrapes he'd collected over time stopped aching the longer he stood in the water. It was too cold to float, but he could at least enjoy the feeling of the waves gently pushing against him. When he'd finally had enough, he dunked his head in the water before making his way back to dry land.

Kevin had built a campfire while Ben was in the water, and the moment he got his clothes back on, a shivering Ben gratefully migrated toward the heat.

"I've got to say," he admitted, "I think that's one old habit I wouldn't mind getting used to."

Kevin snorted. "Just don't die of hypothermia before you can."

Ben sat close to the fire and rubbed his arms to try and warm up. Glancing over at Kevin, he could see him fiddling with some kind of mask. Without having to remember it, Ben realized that the mask was what Kevin had been using to maintain a human appearance.

Something went off in his mind like a flashbulb: a sense of fear, Kevin trying to help him free his arm from something, an explosion throwing them back, and debris falling on top of him. All of it was painted with a green flash of light. Ben brought his hands to his head in pain as he tried to make sense of the image and will more of it to come back.

"You okay?" Kevin asked.

"Yeah," Ben answered, raising his head. It hurt to focus on the memory too much—particularly following the information overload he'd just suffered earlier—but he tried to analyze what he saw while he studied Kevin carefully. Kevin wore a mask now to hide his true form. He'd been wearing it around Ben until the fight—just another thing the others were careful about so Ben didn't end up having to remember too much information all at once. But in that flash of memory, Kevin had looked human. There was no reason he would have to wear the mask around Ben when he still knew everything.

"…Kevin," Ben called out hesitantly. "Do you mind if I ask you something?"

"You want to know why I look like this." Kevin's tone was matter-of-fact, like he'd been waiting for Ben to ask this. Cautiously, Ben nodded. In the same tone again, he answered, "An accident."

The memory of the explosion came to the front of Ben's mind again, along with the green flash he was coming to associate with the watch. Quietly, he asked, "It was my fault, wasn't it?" When Kevin didn't answer, he added, "There was a green light. That had to have been the—the Omnitrix? You were trying to get my arm free when there was an explosion."

Kevin still didn't answer, and Ben lowered his gaze out of guilt. His few memories didn't leave him with any specific feelings of guilt—maybe there was something, but it wasn't what he was feeling now that he didn't know what exactly had happened. But he did know one thing: if the Omnitrix was involved, then so was he.

"I'm sorry," he confessed.

"Don't worry about it," Kevin insisted.

Ben looked up in surprise. Kevin didn't sound all that reassuring, but he didn't sound mad either. And looking at him, Ben was having a hard time reading him.

"But I…" Ben protested. "I caused that explosion. I must have."

"I said drop it," Kevin warned, his voice getting colder. "You don't remember what happened, so there's no point beating yourself up about it. When you do remember, go ahead and wallow in guilt if that's what you want. But if you don't know, don't try and take the blame."

Ben was stunned. For a moment, all he could do was stare at Kevin, speechless, until the implications finally sank in. Whatever happened, they didn't talk about it. It wasn't a subject either of them ever wanted to bring up, no matter who was to blame.

"Okay," he agreed finally. "But I've got to ask…"

"What?" Now, Kevin was distinctly annoyed.

"Just…what exactly are we to each other?" Ben asked. "Half the time, we're driving each other nuts." Here, Kevin smirked, suppressing a laugh. "And the other half of the time, it's stuff like this. I mean, I see why nobody gets our friendship, but right now, I don't think _I_ get it either."

There was a ghost of a smile on Kevin's face as he said, "We've got a long, weird history, Tennyson, and sometimes I don't think we're _supposed _to be pals. But you'll hear all about it later. You ready to go?"

Ben stood up, pulling his jacket around himself a little tighter now that he was away from the heat. "Yeah. And thanks."

Kevin didn't say anything as they got in the car, but there were some things that didn't need to be said.

* * *

Kevin only stuck around long enough to watch a half-asleep Ben immediately be mobbed by his worried parents and ushered inside. It was uncomfortable watching those family moments when his own family wasn't exactly ideal, so he made his escape as quickly and painlessly as possible.

The lights were off when he made it home. He'd long ago come to terms with the fact that he'd never have the kind of welcome home his friends had. Even so, he wasn't all that eager to go inside, and it was somewhat of a relief when Gwen called his cell phone.

"I just heard Ben got home," she said. "Is everything okay?"

"He'll survive," Kevin insisted. "Just let him sleep it off."

Gwen wasn't entirely convinced. After a brief silence, she said, "You don't sound so sure. What happened?"

"Nothing," he answered, but after a moment, he admitted, "Just gotta admit that I'm starting to miss the pain in the—"

"Kevin!" Gwen shouted.

"I'm serious," Kevin replied. "He's not Ben anymore. He doesn't act like normal. He doesn't joke around or goof off like he usually does—he's serious all the time. He spends too much time thinking and not enough time _doing_. Even when your gramps was gone, he wasn't like this."

Gwen was quiet for a moment, and then she softly admitted, "You have a point. He starts to react the same, like he did when you were teasing him, but he's not there yet. He doesn't remember enough."

"You know, he actually _apologized_ to me about the accident," he said. "When he's normal, I can't get him to even admit it was his stupid idea to keep going with it."

There was a long pause on the other end. Finally, Gwen asked, "Did it help?"

Kevin sighed. No, it hadn't. That was the worst part. The one time he could actually get Ben to admit it was his fault, he couldn't feel any vindication from it because Ben couldn't remember anything specific about it. It was like dealing with two different people.

"It wasn't that Ben who did it," he explained. "It was our idiot with the hero complex and the big head, not the one with the scrambled brains."

He could hear a trace of a smile in Gwen's voice as she said, "Did you just call him 'our' idiot?"

Kevin shrugged, trying to act casual. "What? I'm not allowed to miss my regular punching bag? It's no fun when he doesn't fight back."

"Right," Gwen answered, not sounding convinced at all.

Kevin was about to make a sarcastic remark when a light suddenly turned on in the living room, and he could see a shadow watching him from out the window. The shadow didn't make a move for the door, but it still waited and watched all the same.

"Kevin?" Gwen asked.

"I'll call you tomorrow," he said. "Got something I need to take care of right now."

"Okay," she answered skeptically. "Bye."

Kevin hung up and walked into the house. His mother looked at him with concern, but she didn't say anything, and neither did he.

Maybe it wasn't a warm, Tennyson family moment. But for the Levins, it was a start.

* * *

Ben's sleep was far from restful. All night, he tossed and turned, plagued by uneasy dreams. By the time he woke up in the late morning, he felt like he needed to sleep off his sleep.

But today was the day. Maybe it was weird giving this otherwise ordinary day so much weight, but it was important for Ben. For two days, he'd gone without knowing probably the most important memories he'd had. Even with the overload he'd gotten from the battle with Animo, he was still anxious to know everything as soon as possible. It was more than just _wanting_ it; he _needed_ it, and he was desperate to remember.

"Right now, I don't even know who I am," he admitted painfully, as he looked at the Omnitrix. Everything he was was tied up into that watch, and he knew the only way he'd begin to remember who he was was for him to learn about the thing.

Glancing up from the watch, he looked around at everything in his bedroom. It was beginning to look familiar, if only because he'd spent most of the past two days in there. There were books and various possessions on his shelves, organized in a way that he figured only he could understand. As he got out of bed, he picked up something from the closest shelf—an MVP medal Gwen had told him he'd won at the end of the last soccer season. He smiled as he looked at it. He couldn't remember winning it, but he did recall a rush of pride and accomplishment.

"That's right," he realized. "I was going to tell Grandpa Max first thing. But…" He frowned. The memory ended there, like the emotion connected to it had ended. He couldn't follow his own train of thought from the time.

Groaning in frustration, he set the medal down. He was getting tired of this. It seemed like even the flood of memory fragments the battle had brought on wasn't enough.

"Are you all right, Ben?"

The voice was so sudden that Ben jumped and went for the Omnitrix, only to relax when he saw Max walking through the door.

"I'm sorry I startled you," Max said, slowly approaching him. "When I heard your voice, I figured you were awake. I didn't mean to sneak up on you."

"It's okay," Ben insisted, sitting down on the bed. Giving a slight scowl to the Omnitrix, he added, "At least now I know why I keep doing this."

Without a jacket, the bruises on his arms were plainly visible as dark blotches and rings on his skin. Disturbed, Max gingerly placed a hand on one of the bruises and asked, "Where did all these bruises come from?"

This was definitely the final nail in the coffin for Ben's abuse fear. Grandpa Max was just as horrified as Julie had been. Pointing out the ones on his forearms, Ben explained, "These are just from fighting Kevin last night. He thought I was out of control again, and I was too scared to fight back." Then, rubbing a tender ring just next to the Omnitrix, he added, "I think the rest are from whatever Animo did to me."

Max was clearly struggling to control his anger. When he'd finally managed it, he said, "I'm sorry, Ben. I wish I could tell you that was a one-time thing, but the life you've been living for the past few years has been a dangerous one. Still, what he did to you was unforgivable."

Ben managed a slight smile. "Yeah. I figured I didn't usually come home with amnesia." Max smiled, glad to hear that Ben still had his sense of humor. "But I really do need to know everything that's happened to me."

Max sat down next to him, setting a box to the side. "That's why I'm here. I promised I'd tell you everything. Where do you want me to start?"

"I guess at the beginning," Ben answered. "Like how I got the Omnitrix, and about Gwen and Kevin?"

"Well, that's not exactly the beginning," Max admitted, rummaging through the box. "But I'll do the best I can." He pulled out a photograph and handed it to Ben. Max was a lot younger in the photo and dressed in a white spacesuit of some kind. "Years ago, I was an officer in a galactic police agency known as the Plumbers."

"Kevin said you were a plumber," Ben replied, looking at the photo carefully. No specific memories were coming to mind, but given that the picture had probably been taken before he was born, he wasn't surprised. "I didn't think he meant something like this."

Max laughed. "It's a common mistake. In any case, I retired when you and Gwen were younger. I wanted to spend more time with my family, and I didn't want the dangers I'd faced to follow me home."

"But they did," Ben realized, looking up at him. Max nodded grimly. "What happened?"

Max handed him another photo—this one of Ben and Gwen as children. "When you were ten years old, I took you and Gwen on a road trip across the country for summer vacation. The very first night, you came across what you thought was a meteor near our campsite. But it was actually a containment pod holding the Omnitrix—a powerful piece of technology developed by an alien named Azmuth. It allows you to transform into any alien in its database. But you later learned the database was a safeguard in case any alien species in the galaxy died out. The DNA samples would allow for the species to be restored."

"Wow," Ben confessed, looking at the Omnitrix with something between amazement and heaviness. He'd lived it, and he couldn't believe that kind of weight had been on his shoulders—or rather, his wrist—all this time. Trying to get himself back on track, he asked, "So what about Gwen and Kevin?"

"Well, that's where things get a little difficult," Max explained. "What you have to understand is that the Plumbers can be assigned to any planet in the galaxy, regardless of their own home planet. Sometimes, you get attached to the people you're protecting."

Ben stared at him in shock. Part of him felt like he should have been disgusted or at the very least a little freaked out, but latent memories kept his emotions steady and calm. "So, you're saying…"

Sparing him the embarrassment, Max answered, "That's exactly what I'm saying. Kevin's father was a Plumber assigned to Earth—an alien called an Osmosian, who are already physically similar to humans—and Kevin inherited his powers from him. As for Gwen…" He reached into the box again for another picture—this time of himself as a young man, with a pretty brunette woman with blue eyes. "That's your grandmother, Verdona. She's from a race of energy beings called Anodytes, all of whom can create a physical body compatible with any other race."

"And Gwen inherited her energy powers," Ben realized. A memory started to push its way through in his mind, and he added, "But it was some kind of fluke or something, since none of the rest of us had powers."

"That's right," Max confirmed. "Verdona left before you kids were born, and though she returned long enough to see each of you, she left again when she didn't detect that spark of power. Gwen didn't develop it until that summer, when she learned she had an aptitude for magic."

Ben sighed. "I'd say that was impossible, but I'm already a kid who can turn into a bunch of alien superheroes."

Max smiled. "You learn quickly that there's no such thing as impossible."

"Starting to realize that," Ben replied. "So Animo was one of my enemies, right?"

Something hardened in Max's gaze as he explained, "Yes. Dr. Animo—who now calls himself D'void—mostly did experiments with animal genetics before he learned how to telepathically control animals."

"Including that…'Null Guardian'?" Ben asked.

Max nodded. "He wound up in the Null Void—a pocket dimension that the Plumbers have been using as a prison for ages. There are also innocent people living there, and Animo began using them as slave labor when he learned how to draw power from the mineral coremite. He was trying to tear a hole between the dimensions so he could send lead an army of Null Guardians to conquer the Earth, and for months, I led a team of Plumbers' kids to try and stop him. Then you showed up and managed to figure out the source of his power. You single-handedly destroyed his drill and saved the planet, and not for the first time."

Embarrassed, Ben rubbed at the back of his neck. He was a little overwhelmed by the praise, especially considering he'd had no idea who he was for two days now. It was strange enough learning that he could transform into an alien and regularly fought off other, evil aliens. But learning that he'd done enough that he was considered a hero—that feeling was indescribable.

"Guess I've been a handful since I got this thing," he said. "You just wanted to have a normal life, and I attract trouble like a magnet."

"Not at all," Max insisted, looking at him seriously. "All of this _is _normal for me now, and it's normal for you too. I had some amazing adventures as an active Plumber, but you've brought me along on an even greater one. You're constantly challenging the way I look at things, and by teaching you, I've learned more than I could have ever dreamed. It's an opportunity I never would have had otherwise."

There was a tight feeling in Ben's chest, and he realized just how much weight he'd always put on Max's opinion. Hearing this meant everything in the world to him, even if he didn't remember exactly why.

"Thanks, Grandpa," he said softly, barely able to speak above a whisper.

Smiling, Max pulled him into a hug, which Ben gratefully returned. After a moment, Max let go and said, "You should probably wash up and get changed. Gwen gets out of school in a few hours, and I know she'll want to check up on you."

"Right," Ben agreed, handing back the photos. "Thanks."

Max took the photos and placed them on top of his box. "I'm always here to help."

Giving Ben his privacy to change, Max left and closed the door behind him. But as he made his way out to the living room, he saw Carl walking toward Ben's room. For a moment, father and son stared at each other in uncomfortable silence, broken only when Ben walked by.

Looking at the standoff in confusion, he asked, "Is something wrong?"

"No, nothing," Carl insisted. "I just came home to check on you, and I didn't expect to see Grandpa Max here."

"Okay," Ben answered skeptically.

Max offered him a false, reassuring smile. "Just go on and wash up. Your dad and I should probably talk."

Ben watched them cautiously before heading to the bathroom. Once he heard the door close, Max said, "We should probably take this somewhere he can't hear."

Reluctantly, Carl led Max to the kitchen. For a minute or two, they stalled, observing the usual niceties: some coffee, a turned-down offer of lunch, and a long, awkward silence as they sat and ignored the elephants in the room. Finally, Carl glanced at the box of photos Max had set on the table and sighed.

"You shouldn't have brought those," he said. "Ben needs to remember things on his own."

"He's starting to already," Max answered. "He just doesn't know the context."

"The aliens," Carl realized.

"He didn't tell you?" Max asked.

Carl couldn't help but snort. "No. He's just like you—he doesn't talk about the things he's facing and just pretends everything's normal. He understates things and acts like it's no big deal that he runs out every night to fight threats he has no business getting in the middle of."

Max wasn't surprised by his son's bitterness, but he insisted, "He only does that so he doesn't worry you."

"It makes me worry a lot more," Carl argued, practically holding his coffee mug in a death grip. "Sandra and I have only the slightest idea of what he's facing, and when he comes home exhausted and beaten up, we're left filling in the gaps for him."

"He's got a good heart," Max reminded him.

"I know that!" Carl snapped. "I'm just afraid that one of these days, it's going to get him killed."

There was another lapse into silence. Neither spoke for awhile until Max asked, "How much of this is Ben and how much is me?" Carl sighed. "I'm serious. You've been angry at me for years, and frankly, I deserve it. There's a lot I should have told you and Frank, and even your mother left because of it. But Ben's not me. You can't expect him to repeat all of my mistakes."

Carl closed his eyes for a moment. "You really made a mess of things, Dad."

"I know I did," Max admitted. "But I thought it was for the best. As long as none of you knew what I was dealing with on a day-to-day basis, I thought I could protect you."

"You have no idea how bad it was," Carl challenged. "For years, we pretended we had no idea what you were doing. We all acted like everything was fine, but inside, we were falling apart. Mom left, and Frank and I grew apart. And even though we all _knew_ what was going on, we just kept lying to each other and ourselves, making everything worse. This is why I hate it when Ben lies—it only hurts everyone in the long run."

"He's a lot better than I ever was," Max affirmed. "He's not going to make that mistake, and you've done a good job instilling in him the morals that will keep him from doing that. But he's going to try and protect you, just like he does everyone. It's his nature."

"It's not his job to protect us," Carl insisted. "It's _our _job to protect _him._ But when he's fighting off all of these creatures and disappearing into space, how are we supposed to do that? We're completely powerless."

He sighed and hung his head in his hands for a moment before looking up at his father again. "You know, I was starting to hope he'd never remember any of this alien business. I'd always hoped he'd be normal. You have no idea how terrified I was when Mom showed up after he was born, checking him for the spark. I've never been so relieved as I was when she said he didn't have it. I really thought she was going to take him away, and I had no idea how I was going to fight her to keep him here."

They were quiet again for a good while. It was probably impossible to completely resolve the years' worth of resentments and mistakes, but they both knew that they had to at least deal with it. For Ben's sake, if nothing else.

"No matter what happens in his life, Ben's a good kid," Max said. "You raised him that way, and when he is comfortable telling you all the details of what he's done, I know he'll make you proud."

"We already are proud of him," Carl replied. "It's trying not to worry ourselves to death that's the problem."

The silence returned, but without the anger and bitterness of decades. Somewhat reconciled, Max and Carl sat in the quiet as the elephants in the room made their way out.

But neither they nor the elephants noticed Ben listening outside, hating himself more with each word that still hung in the air.

* * *

Ben sat at the edge of his closet, looking through the pile of medals and awards he'd once shoved in there. In his hand was his MVP medal from soccer, which he gripped like a lifeline. There were more awards than he possibly could have imagined, from all kinds of planets all over the galaxy: for valor and for honor. The sentiment, no matter what words were used, was same for each: thank you. And every single one was shoved in the bottom of his closet, into obscurity.

"Hey, Ben," Gwen called as she walked into the room. She halted upon seeing her cousin sitting on the floor in front of his closet and asked, "Is there a reason you're looking at your mess of a closet?"

Ben sighed and shrugged. "Not really, I guess."

Before he could stand up, Gwen sat down next to him, smiling ironically at the avalanche of medallions. "Your medals. You said once that you needed to find a case for all of them."

"Why didn't I?" he asked.

Blinking at the note of despair in his voice, Gwen answered, "Well, we were always busy. You kept getting all of these awards for a few weeks straight, and the next thing we knew, we were fighting Vilgax all the time."

"And Kevin's 'accident' happened," he added.

She was quiet for a moment before asking, "How much of it do you remember?"

Ben closed his eyes. He'd been focusing on the memory for most of the day, willing it to become clearer. The best he'd gotten was a rough sense of the timeframe. "My arm was stuck and Kevin came over to try and get me free. There was a green flash from the Omnitrix and then the explosion. That's it." He opened his eyes to glare at the watch. "Kevin told me not to worry about it if I can't remember everything. But I'm not stupid; I know enough to put it together."

"Ben," Gwen reasoned, "what you did…it was stupid; I'm not going to lie. But you were never trying to hurt Kevin, and he knows it. You told us to get out just before the explosion happened, and Kevin made the choice to try and save you. Since then, we've both been trying to find a way to help him—I look for a cure and you try and keep him sane. You know the best thing you can offer is your friendship, and Kevin can accept that."

Ben stopped glaring at the Omnitrix, but his gaze was still toward the floor as he said, "Kevin told me he wasn't sure we were even supposed to be friends. He said there was a history between us."

Gwen gave him a look that was way too close to pity for Ben's comfort. "Grandpa didn't tell you about you and Kevin?"

Ben shook his head. "It didn't come up. All he mentioned about him was that his dad was an alien and one of the Plumbers."

Gwen sighed, and Ben knew he wasn't going to like what he was about to hear. He waited a moment before asking, "What happened with me and Kevin?"

Hesitantly, she explained, "We met him in New York during the summer road trip—did Grandpa tell you about that?" Slowly, Ben nodded, and she continued, "Kevin was being picked on by some of the local kids—gang members or something—and you got him out of it. You two really hit it off, but Kevin…" She sighed. "Kevin was a bad kid back then. He thought that you two should team up to commit crimes, and when you wouldn't go along with it, he got mad. He absorbed power from the Omnitrix, and it turned him into a monster." Ben sighed in frustration, lowering his head. "He blamed you for that, and you spent part of the summer fighting him."

"So it's not the first time this has happened," Ben answered.

"Ben, don't blame yourself," Gwen argued. "Kevin's changed since then, and _you've _changed. It's the whole reason you can work together now, and it's why Kevin doesn't hold the accident against you."

But Ben wasn't convinced. More frustrated with himself than ever before, he held up the Omnitrix and demanded, "Why does anyone let me keep this thing? It sounds like all I'm doing is making trouble for people! I mutate my friends, lie to my parents, and make everyone I care about suffer. Why don't I just give this thing back and let someone who's a lot better at it save the world? Seems like it'd solve a lot of everyone's problems."

"You can't give up the Omnitrix. You wouldn't know what you'd do without it," Gwen insisted. "And you can't let yourself sit by and let someone else save the world. It's who you are."

"I don't know who I am!" Ben shouted, making Gwen jump. Realizing he was only making it harder, he sighed and confessed, "I don't know. I don't remember enough of anything to get a real feel for who I was before all this. And listening to everybody, it all contradicts. I'm a hero and an idiot. I save the whole universe and hurt my friends and family. I'm a completely different person from who I was three days ago, and I'm not sure I like him all that much."

"Ben, you _are_ a hero," she argued. "You've proven it over and over."

"If you're talking about the medals, look where I keep them," he said, pointing at the mess falling out of his closet. He then opened his palm to show her the medal from soccer. "This is the only medal I've got in any kind of place of honor, and you can't say it's because I'm trying to keep a secret because everyone knows. I save the galaxy, and I shrug it off. I stop a ball from going into a net, and that's a huge accomplishment." He closed his eyes and slumped forward. "You say the Omnitrix is important to me and I wouldn't know what to do if I was suddenly normal. Right now, I don't know what I'd even do _with_ it."

Gwen watched him for a moment, unsure what to say. Finally, she said, "Turn around. I want to try something."

"What?" Ben asked, his voice low and tired.

Still, he turned toward her, and she put her hands against his temples. A soft glow of pink light filled his vision as he felt something reaching into his mind. For a moment, he resisted in panic, but then realizing that Gwen wasn't going to try to hurt him, he relaxed. In the pink haze, he thought he remembered something, and he reached toward it. But a sudden bubble of fear burst within him, exploding into terror. He pulled away from Gwen as his vision cleared and his heart raced.

"What was that?" he asked, trying to catch his breath.

"I'm sorry!" Gwen cried. "I don't know what happened!" After taking a moment to calm down, she explained, "I was trying to see if I could draw up any of your memories from your subconscious, but something got in the way—this huge tangle of emotions." Watching Ben try to recover from his fright, she said, "I'm sorry."

"It's okay," he insisted. Finally back in control of himself, he admitted, "It's like my memories have been more emotions than images, anyway. I feel something, and then I remember it."

"You'll remember it all sooner or later," she assured him. When he shrugged, she answered, "I'm serious! We know Animo did this to you, so we're just going to have to figure out what he did and undo it."

"And if you can't?" Ben pressed, his eyes closed.

"Don't say that," Gwen insisted. "One thing you're going to have to learn about yourself is that you don't think anything is hopeless. You never give up."

He kept his eyes closed, even as she drew him into a hug. There was too much going on—too much he didn't know and too much he'd just learned. She might have believed in him, but he wasn't ready to believe in himself just yet.

"I'll give you some time," she promised as she got up.

Ben listened to the door close, leaving him all alone with a series of fragmented memories and a mountain of forgotten medals. It was all supposed to tell him who he was, but with contradicting stories and multiple alien identities, he wasn't sure he could figure out who was who.

**In Carl Jung's theory of psychology, the persona is the "mask" a person wears when dealing with the outside world. This mask can be different depending on the circumstances—a persona for behaving in front of your boss and a persona for behaving as a boss, for example. When your persona does not fit with your ego—your sense of self—and becomes artificial, you can develop a false self that hides the real self.**

**Portions of this chapter were inspired by the **_**Power Rangers in Space**_** episode "Always a Chance," in which Black Ranger Carlos doubts his abilities after injuring Pink Ranger Cassie in battle, and former **_**Mighty Morphin' Power Rangers**_** Black Ranger Adam coaches him to try and build his confidence up, to no avail. Other portions were unintentionally inspired by my **_**Digimon **_**fic "Yang-Yin."**

**As for details in this chapter, I mentioned Verdona having brown hair in human form simply for the sake of genetics: Ben gets his brown hair from his father, who would had to have had a brown-haired mother, as his father had red hair (red hair is a recessive trait). I also tried not to place this fic anywhere specific in the timeline other than "Between 'In Charm's Way' and 'The Final Battle,'" so I was careful about writing the scene with Kevin and his mother. Also, I promise (but cannot prove) that I wrote the bit about Ben trying to apologize for the accident **_**before **_**"The Final Battle" aired, but after it aired, I took inspiration and ran with it. And it's also **_**very**_** hard writing Kevin discussing his friendship with Ben when he's determined to deny that such a close friendship actually exists.**


	4. Normal

Chapter Four: "Normal"

The sun was setting as Ben kicked his soccer ball relentlessly against the back of the house. Frustrated and angry though he was, his muscle memory kept his shots from straying too far and breaking anything. Every shot bounced back precisely to him, adding to his frustration. Even here, the little things hidden from his conscious mind were determined to haunt him.

"Ben?" a voice called softly nearby.

Ben stopped, and the ball rolled back to settle at his feet. He looked over to see his mother walking toward him, carrying a jacket. Seeing the pain all over his face, she came over and wrapped the jacket over his shoulders.

"It's getting late, and I didn't want you to get cold," she said.

Ben nodded helplessly and put his arms through the sleeves. He recognized the jacket as the one he'd worn the first day, present in almost every one of his recent photos. It clearly had been his favorite, but right now the warmth from the laundry was more comforting than the faint memories.

"Thanks," he answered.

"I know you're upset," she assured him, "but I'm not going to ask you anything until you're ready."

Ben nodded, but as Sandra made her way back inside, he called out, "Wait." When she turned to face him again, he asked, "Do you—I mean, is there anything you…"

He cut himself off with a sigh. It was impossible to ask. How could he ask something that amounted to "do you hate me?" But right now, it was all he wanted to know from the people he'd loved and hurt. The worst part was that as much as he wanted the truth, he was afraid of the answer.

But his mother had a patient smile as she walked back to him. "Ben, your father and I made sure to let you develop your own personality as you grew up. We thought it was important for you to experience things and make decisions as your own person."

"But I've messed up," he pointed out. "I've hurt everyone I care about."

"They're _your_ mistakes," Sandra insisted. "And you're learning from them."

"But I…"

She gently placed her hands on the sides of his head, tilting his head up to look at her. "You've done everything you can to save this planet and protect people you don't know and will never meet. We once asked you to stop doing that because we were scared for you, but you showed us that we were wrong to ask that from you. You follow your heart, and it always leads you to do the right thing."

"Mom, what is the right thing?" he asked, feeling helplessly young. "I don't know what to do."

She kissed his forehead. "You know. It's a part of you, something no one can take away."

She let him go and headed back inside. Ben felt lost and empty as he stood alone in the dimming light. Then hesitantly, he squeezed the sides of the Omnitrix, bringing up the holographic display. He stared at the hologram for a moment before gently setting the dial back down.

There were more than ten different sides to his personality. He was just going to have to trust in the one he'd chosen to follow.

* * *

With the lack of space, the Rustbucket really wasn't the best command center, but it worked in a pinch. A holoviewer on the table magnified the imagery of the VN-JX devices while a couple of laptops provided readouts on how they worked. Max stood in front of them, somewhere between commander and teacher, giving them a rundown on Animo's abilities since he'd been in the Null Void—and for Kevin's benefit, a contrast with how they'd worked before.

It wasn't normal for Gwen to tune out her grandfather, but she found herself losing focus on the lecture and the VN-JX devices. Switching to a public internet browser, she ran a search on memory. One encyclopedia looked promising, and she lost concentration on Max completely as she looked through the articles.

"Gwen?" Max asked, bringing her back to reality. She looked up in surprise, and he asked, "Found anything?"

"Maybe," she admitted, turning around the laptop. "Ben mentioned to me that he remembers emotions before actual events, and when I tried to recover his memories from his subconscious, I ran into a mess of emotions—mostly fear. I looked up some neuroscience articles on memory, and this mentions emotional memory. I don't understand all of it, but it looks like emotional memories are controlled by the temporal lobe, especially the amygdala. That's the temples—right where the VN-JX devices were on Ben's head."

Max rubbed his chin as he looked over the article. "Well, the amygdala _does_ play a large role in fear conditioning…"

"Exactly," Gwen agreed. "What if _that's_ what's making it so hard for Ben to remember? Fear conditioning. Animo shocked his amygdala or something, but instead of just suppressing his memories, it's made his emotions overreact." She looked over at Kevin. "It's not that Ben's missing something; it's just that the very first thing he feels is fear."

Max sighed and shook his head as he realized what had happened. "Deep immersion memory retrieval."

"What?" Gwen asked, as she and Kevin turned their attention to him.

"It's a special kind of therapy used by the Plumbers, usually on witnesses who can't remember the full details of what they saw," Max explained. "But it's restricted because it can get very intense. The patient is placed inside the machine, and as they focus on the event, their emotions from the time are made clearer so the memory becomes clearer."

"I get it," Kevin answered. "So Animo gets hold of one of these machines, hotwires it to mess with all of Ben's head, puts the VN-JX devices on Ben—"

"—And erases my memory," finished a voice at the door.

"Ben!" Gwen cried in surprise as all three turned to look at him. He stood at the door, holding himself with tense anger. Gwen ran up to hug him, and he loosened up somewhat in relief. "How did you get here?"

There was a sheepish smile that almost looked normal on his face. "I kinda had to ask Mom and Dad for directions before flying off. They weren't all that happy, but they didn't stop me."

Kevin snorted. "You kidding? They followed you on a ship to help rescue me from a Highbreed. Your dad had a _bazooka_ and shot the guy when he hit you. I think they're cool with just about anything you do."

Ben smiled at the mental image for a moment before looking up at Max with steely determination. "I want to help. Animo took my memories, so I want to help take him down." Max looked like he was about to argue, but Ben insisted, "You can't tell me it's too dangerous. I do this all the time normally. And if I'm in trouble, you'll back me up just like last time."

Max nodded, though reluctantly. "All right. But as long as you don't put yourself in too much danger. You might still have your instincts, but you can't rely on them completely."

Ben nodded back. "Got it."

"We're trying to come up with a plan to find Animo," Gwen said.

"The problem is that you're usually the idea guy," Kevin pointed out.

"Okay," Ben answered, walking over to the table with the others. "So, what first?"

"These are the devices we recovered from you," Max explained, showing him the VN-JX devices on the holoviewer. "They're used for mind control, so they have a low level memory suppression effect—but not to the degree you have. We think a deep immersion memory retrieval machine may have been used with them to help boost the effect." Ben frowned, thinking deeply. "What is it?"

"When Animo found me, he said he was trying to break my mind," he replied. "If he was using something like that, he had to have been using it longer on me than he'd need just to boost those discs."

There was a sudden, terrible silence as everyone realized what had happened. Kevin clenched a fist, and Gwen's eyes flashed pink for a moment. Ben rubbed at the bruises on one of his wrists, and Max had to fight to contain his fury.

"He tortured you," Gwen said coldly.

"Guess it's a good thing I don't remember it, then," Ben replied humorlessly. "Now what?"

"We find his lab," Kevin insisted. "We find that machine and blow it sky high."

"Sounds like a plan to me," Ben agreed.

"Yeah, but we can't find the lab," Gwen pointed out. "When you went missing, we couldn't track you down. He managed to block the tracking signal on the Omnitrix."

"We'll need to find Animo first," Max said. "We'll get the location out of him somehow."

"I call bad cop," Kevin quipped.

Ben couldn't help the grin breaking on his face. "Why do I have a feeling you're always bad cop?"

Kevin smirked. "Why play against type?"

"Can we focus?" Gwen begged, though she too was grinning at how normal Ben was starting to act. "We still need to figure out how to find Animo."

"Well, that's the easy part," Ben answered. Everyone looked at him a little anxiously. The anxiety was well-founded, given his next words were "You just use me as bait."

"What?" Gwen cried at the same time that Kevin asked, "Are you nuts?"

"No, Ben," Max firmly argued. "It's too risky."

Ben looked at him with the same focused determination he'd led the team against the Highbreed with. "He's after me already. He knows the memory suppression didn't work, so he might try again. If I carry some other kind of tracking device, I should be able to lead you to the machine."

"That's the stupidest plan I've ever heard," Kevin said. "And you've come up with a lot of stupid plans."

"There's too much that can go wrong," Gwen insisted. "We're not letting you risk yourself like that."

Ben stared them down evenly. With a trace of cold sarcasm, he asked, "How are you going to stop me? Tie me down?"

* * *

"Forcefield," Ben muttered, plopping down on his bed. "Should have seen that coming."

The forcefield extended around his entire room, preventing him from escaping by door or window. From the outside the door, Grandpa Max said, "I'm sorry, Ben, but we can't let you put yourself in danger. You don't know how dangerous Animo can be."

"He's going to come after me anyway," Ben argued.

"This forcefield should keep him from getting to you," Max assured him. "If he comes here, the rest of us will be ready."

Ben started to sulk again, but a blast hit the forcefield, causing a small, crackling explosion. He turned to the window to see the Null Guardian flying toward the house, ready to spit another energy blast at it.

"Sit tight, Ben," Max ordered, heading down the hall. "We'll take care of this."

Gwen's hands were glowing when he made it outside, and she hurled energy discs toward Animo. The Null Guardian ducked out of the way, getting closer to Kevin, who morphed his hands into blades and leapt at it with a fierce cry. One blade sank into a tentacle, making the creature roar in pain and nearly throw off its rider. With Animo struggling to keep his balance on it, Gwen and Max opened fire.

"Remember, keep him as far from the house as possible," Max warned.

"Got it," Gwen answered before reciting a spell under her breath. A whirlwind of energy formed, spinning toward Animo.

The whirlwind threw Animo off the Null Guardian, and Kevin immediately moved over and grabbed him from behind, shouting, "Let him have it!"

Max fired again while Gwen moved closer and higher on her energy constructs, blasting from above. It should have been an easy win, but Animo was stronger than Kevin had expected. He managed to free himself and throw Kevin toward Gwen, who was caught off-guard by the collision. She didn't have time to recover, and they both hit the ground.

Animo smirked at the easy defeat and said, "Well, Max Tennyson, it looks like once again it's come down to just you and me."

"Don't talk to me about the good old days," Max argued, firing his blaster. The laser, set on a concussive blast, threw Animo to the ground. "This time, I'm not letting you lay a hand on Ben."

Laughing, Animo replied, "You should be less concerned about your grandson and more worried about yourself."

Max was about to ignore his taunts until he realized the Null Guardian wasn't out of commission. His eyes widened in shock as the red energy blast came at him, but he couldn't defend himself and took the hit.

"No, Grandpa!" Ben shouted from inside, pounding on the window. But try as he might, the forcefield only ignored his strikes, giving him a mild shock as it partially conducted through the glass.

He had to do something. He needed to get out there and help. Getting off the bed, he activated the Omnitrix, going through the holograms as he tried to recognize the aliens and their powers. One stood out, and he slammed down the plunger.

This transformation felt stranger than the last, with his bones disintegrating and his body tissues melting into a gel-like form, supported only by an external gravity disc. The whole experience was too odd for him to forget himself and give into the alien instincts again, but he was able to remember its appropriate name:

"Goop!"

It was weird not feeling a "normal" body structure, but this was exactly what he needed. Looking at one of his amorphous hands, he decided, "This should do it."

He reached down to the edge of the forcefield, trying to find even the smallest crack between it and the floor. If he could at least get through to the space between, where the generator was suspended, he could try to turn it off. But the forcefield extended well into the floor, and it shocked him when he was too close. Ben didn't feel any pain, thanks to a lack of nerve structure, but when he pulled his arm back, he saw a char pattern where he supposed his hand was.

"That's not going to be pretty when I change back," he realized. "I'd better try someone else."

But there was noise down the hall. He couldn't see around, but he could hear Animo's laughter as lasers fired. Then came shouts that sounded suspiciously like Ben's parents, and he felt cold with fear. He _had_ to get out there.

He needed electricity or something to that effect—anything that could knock out the generator. Concentrating on his alien forms, he managed to remember one that could work. Tapping the Omnitrix, he transformed into a distinctly solid body, metallic and sturdy. Even his voice was metallic as he announced the name "Lodestar!"

Trying to maintain a balance between the instincts and his own personality this time, Ben focused on his powers, remembering Lodestar had abilities over magnetism. He took a step back and unleashed a magnetic wave at the generator. By degaussing the generator's own field, he caused the forcefield to sputter and die, and the generator fell to the floor as a useless hunk of metal.

He ran down the hall to see his parents firing lasers on Animo, who had recovered Max's blaster and was returning fire. Ben watched in horror as his father hit the floor after taking one blast and then his mother fall to another when she went to check on him.

"No!" Ben shouted, firing a magnetic wave at Animo.

The blaster went flying out of Animo's hand, and he turned his attention to the alien standing in an attack position at the end of the hall.

"Ah, Ben," he recognized, sneering. "Even without your memories, you still have the same fury when your family is threatened."

"You'll need to a better job of brainwashing me, then," Ben challenged, hoping Animo would take the bait.

Instead, Animo laughed. "Unfortunately for you, Ben, I've figured out what went wrong the first time."

An energy blast from the Null Guardian burst through the open door, taking out the doorframe as it threw Ben into the wall, forcing him to transform back. Dazed, he wasn't able to fight back as Animo lifted him by his shirt collar and kept him pressed against the wall, pinning the Omnitrix behind him.

"My plan was simple—use the memory immersion device to break your will and the discs to put you under my control," he boasted. "The amnesia was a fortunate side-effect. You should have been a more malleable slave, but somehow you were too stubborn to remain in my thrall. The moment you transformed, I lost control of you. You followed your lingering memories back home. I forgot about your aliens' instincts."

He held up two more VN-JX discs, and Ben struggled desperately to escape. But the grip was too tight, and Animo made sure to keep his left arm out of reach. Ben was helpless as one of the devices was placed against his head and became active, delivering a shock to his brain.

"But I won't make that mistake again," Animo promised. "Between these devices and my own powers, you'll be under my complete control."

The second disc was attached to Ben's other temple, and he shouted in pain as the shocks intensified.

Outside, Gwen and Kevin were just untangling themselves while Max sat up, recovering from the blast. However, once they heard Ben screaming, they jumped to their feet.

"He's inside!" Gwen realized.

"Leave it to Ben not to listen to orders," Kevin groaned.

All three rushed to the door, but Ben calmly walked out. Seeing his grandson apparently unharmed, Max asked, "Are you okay, Ben?"

He placed a hand on Ben's arm, but Ben threw him off. As Ben turned his attention to Gwen and Kevin, they saw a red spark in his eyes before they saw the VN-JX devices. While they stood in shock, Ben moved into an attack stance and leapt at Gwen. Immediately, she raised a shield to protect herself, but Ben caught himself as he rebounded and flipped back onto his feet once he hit the ground. Max moved in to grab him from behind, but in his low stance, Ben was able to block Max and use his momentum to flip him onto the ground.

"Ben, you have to stop!" Gwen cried. Unwilling to use energy blasts or magic against him, she was in a defensive martial arts stance.

Ben, however, didn't respond, preferring to run at her with a punch. Immediately, Gwen blocked it, catching his arm. Once she had him, she formed steps under her feet and ran up them to flip, pulling him with her and flipping him to the ground. As Gwen landed, she shot out some energy tendrils to restrain him, but he grabbed hold of them. Caught by surprise, she was easily flung aside.

Kevin let out a battle cry as he charged at Ben. Ben ducked out of the way and grabbed Kevin's arm, twisting it behind him. He then kicked Kevin from behind, throwing him off-balance. Dropping to the ground, he made a sweeping kick that threw Kevin's legs out from underneath him, making him crash into the ground.

As Ben got up, Gwen tried to ensnare him with another energy construct, but Ben jumped off them and came at her with a crescent kick. Gwen threw up a shield, but under such short notice, she couldn't put much strength into it, and it shattered from Ben's kick, throwing her back. He ran in, punching at her, but she grabbed his arms to stop the attack.

"Ben, _please_, you have to fight it!" she begged, but she couldn't reach him. He drove his knee into her stomach, forcing her to let go, and he moved back enough to kick her aside.

"That's it!" Kevin shouted, grabbing Ben from behind as Gwen fell. Pinning Ben's arms to his sides, he shouted, "Get the discs off him!"

But before Gwen could make a move, Ben managed to pull his arms forward, reaching the Omnitrix. There was a bright flash of green as he transformed into Spidermonkey, and using his free set of arms, he reached behind himself to pick Kevin up off the ground and get enough leverage to throw him. Leaping into the air, Spidermonkey fired webs at all three of them, sticking them to the ground. Changing back in midair, Ben flipped to his feet and held out the blaster he'd taken from the living room and held in reserve. Nobody breathed as Ben held the gun on them, his eyes sparking again from the VN-JX mind control.

"Yes, Ben," Animo insisted. "You've done well. Now, finish the job."

_No,_ whispered that voice in the back of Ben's mind again, just as it had when he'd lost control as Big Chill.

Ben's finger tightened on the trigger, but he couldn't pull it completely. Seeing his hesitation, Animo demanded, "What are you waiting for? Finish them!"

_No, you can't make me do it!_ the voice denied, growing from a whisper to a yell. _You can't make me kill them!_

The battle of wills was shorting out the VN-JX devices, making them spark. Ben shouted in pain and clutched the sides of his head, fighting off the control as hard as he could. Over Animo's demands of obedience, he managed to grasp the edges of the devices and rip them away from his temples. The pain stopped immediately, and Ben collapsed.

An energy structure broke his fall, and he looked over to see Gwen burning herself and the others free from the webbing. While Kevin attacked Animo, Max and Gwen made their way to Ben's side.

"Are you all right?" Max asked.

"Got a headache and I'm a little sore, but I think so," Ben groaned. Forcing himself to sit up, he looked up at his family. "Did I…"

"No," Gwen quickly assured him. "We're okay. You stopped yourself before you could hurt us."

Reluctantly, Ben nodded before asking, "Mom and Dad—are they okay?"

"We'll check on them," Max promised. "You take it easy while we take down Animo."

"No," Ben argued, getting to his feet and activating the Omnitrix. "It's my fight, and I'm going to finish it."

Kevin was blocking one of Animo's attacks when there was a burst of green light behind him and a loud shout of "Rath!" Knowing better than to interfere in this fight, he smirked and said, "Ooh, somebody's going to get it."

Kevin backed away just in time, as Rath grabbed the lurking Null Guardian and hurled it at Animo, throwing him halfway down the street. Charging after his prey, Rath shouted, "Let me tell you something, Dr. Animo! I just spent the last three days with amnesia, and I've got you to thank! I didn't know who I was, I thought I was abused, and I thought I was a freak. And all this because you decided to play brain surgeon!"

He could feel a buzzing sensation in his head, and realizing it was Animo's powers, he added, "You still think you can control me? Let me tell you something else! Nobody uses Ben Tennyson as a puppet!"

He picked up Animo and slammed him into the ground. He cupped his fists together to attack again, but a pink energy shield formed over Animo. Turning to Gwen, he demanded, "What did you do that for?"

"We need him to tell us where his lab is," Gwen insisted. "We still need to destroy the machine."

Logic won out over wrath, and Ben transformed back, casting one last hateful glance over at Animo before walking toward her and Kevin. Gwen offered him a reassuring smile, and he responded with a smaller one of relief.

"Was all of that…" he started. "I mean, the anger and the rant…"

"Oh yeah," Kevin answered, putting an arm around Ben's shoulders. "That was _completely _normal."

"Come on," Gwen said, changing the energy structure around Animo from a shield to restraints. "Everybody's back at the house. They're all okay."

Ben nodded, letting Kevin lead him home while Gwen dragged Animo along from the rear. Once they reached the door, Ben found himself immediately pulled into a hug by his parents, all the while drowning out their lectures about putting himself in danger. One look at the relief on everyone's faces, however, proved there was nothing but love behind those reprimands.

While Gwen was forcing her way into Animo's mind for the location of his lab, Ben sat on the couch getting bandaged up. The older bruises on his wrists and ankles were carefully wrapped up, along with the burn on his hand, while he held an icepack to his head.

"How exactly are we going to explain all of this?" he asked.

"Don't worry," his mother assured him. "When you missed that first day of school, we told them you'd been in an accident and hit your head. There shouldn't be too many questions."

"Yeah," Ben answered, "but what about the battle outside? Didn't anyone see?"

Kevin snickered. "You're assuming anyone _wants_ to know what's going on. Around here, it's more like everyone tries to ignore the weirdness, just to keep sane."

Ben smiled wryly. "Sounds like a good policy."

"I got it!" Gwen cried. As everyone turned to her, she declared, "I know where the lab is. And you're _never_ going to believe where."

"Good work," Max congratulated. "You and Kevin head there and destroy the machine. I'll join you after I drop off Animo in the Null Void."

Groaning, Ben pulled himself off the couch as Gwen and Kevin headed for the door. "I'm coming with you."

"Just gonna be a smash-and-run," Kevin told him. "Nothing all that interesting."

Ben shook his head. "That machine might still be able to reach my memories. I want to try it before it's destroyed."

There was a pause as everyone looked at him. Finally, his father asked, "Are you sure?"

"Positive," Ben answered, looking at him steadily. "My memories aren't coming back without me going through some kind of trauma. I need to be normal again."

"All right," Carl relented, hugging his son goodbye. "Good luck."

Sandra smiled as she handed Ben the icepack again. "And be careful."

"I promise," Ben answered, smiling as he turned and followed his friends out.

* * *

"You have _got_ to be kidding," Kevin droned as he pulled up to the lab.

The car pulled up in front of the abandoned warehouse on the docks, and Kevin stared in disbelief as they climbed out of the car.

"I know," Gwen answered. "But I saw a hidden room in Animo's mind. His lab is somewhere in here, and that's why Ben's trail ran cold the last time."

Ben wandered through the warehouse, almost in a daze. It felt eerily familiar, but he didn't know why.

"Remember anything?" Kevin asked.

Ben shook his head. "It's all a blur. I feel like I've been here before, but I don't remember anything about it."

"Animo probably ambushed you here and dragged you into his lab before you could fight back," Gwen reasoned. "Let's see if we can find a door."

She and Kevin moved to the walls, searching and feeling for a latch while Ben walked through the middle of the warehouse. The faintest echoes of memory whispered in the back of his mind—flying in, getting hit from behind, and then everything fading to black. There wasn't anything that could help.

He stepped on something that looked like concrete, but under his feet, it creaked like a wooden floorboard. Surprised, he tested his weight on it, bouncing lightly. Looking over to Kevin and Gwen, he said, "I think I found—"

The floorboards suddenly broke underneath him, and he fell into a dark room, landing on his feet before they gave out underneath him and he fell on his back. Grimacing in pain, he looked up at the faint light coming in from above and called out, "Gwen? Kevin?"

"We're right here," Gwen insisted, looking down through the trap door. Kevin was right next to her, holding a splinter of wood.

"Painted to look like the floor," he explained. "Low-tech, but it worked."

Gwen formed steps out of energy, and they climbed them down to Ben. Carefully, they helped him to his feet, and Gwen held up a glowing hand to look around at their surroundings.

"Is this the lab?" Ben asked, rubbing the back of his head.

"I think so," she answered. "We just need to find a light switch."

Kevin moved over to the wall and pushed up a lever, bringing the power up. Smirking, he said, "Definitely a cliché evil scientist—pull the lever."

At the end of the room, there was a metal stall standing tall enough to hold an adult human. Some feet in front of it was a computer console. Ben walked past the console and directly to the stall, looking at the crystalline panels set at his head level. Glancing down, he noticed a white strap, and he said, "This is it. It's the machine."

"You remember?" Gwen asked.

"I don't have to," Ben replied darkly, holding up one of the straps. It was the exact width of the bruises on his wrists, and there was a pair of restraints at the bottom of the stall too. Turning to his friends with cold anger, he ordered, "Call Grandpa."

It didn't take long at all for Max to arrive, and by then, Gwen and Kevin were inspecting the console while Ben glared at the stall. Recognizing the immersion machine and its effects on Ben, he put a comforting hand on Ben's shoulder. Ben looked up at him in surprise, momentarily forgetting the pain and anger.

"I'm sorry you had to go through all that," Max said.

"Yeah," Ben answered, nodding. Looking back at the machine, he added, "Gwen said all of this machinery made it hard for her to track me when I disappeared. They were probably right on top of me when Animo activated the discs, and none of us could do anything."

Max hugged him before heading back to the computer. Gwen had managed to bring up the emotional resonance monitor, and the intensity setting was at its highest level. Furious, Max put a finger on the monitor and dragged the bar down to a much lower setting. Steeling himself, Ben stepped into the stall and grabbed hold of the restraints.

"You're sure you want to do this?" Max asked.

"No," Ben admitted. "But I have to."

"All right," Max answered, starting up the machine. "Low-intensity memory immersion in three, two, one…"

Ben closed his eyes as the panels next to his head started to hum. He could feel the slightest twinge of fear and anxiety as deep within his brain, his amygdala responded to the stimulation. Slowly, images began to form in his mind—a room with flesh-like walls and Grandpa Max being held captive by a large, white alien. In the memory, Ben had stepped forward to challenge the alien, but in the present, Ben felt detached from the memory.

"Turn it up," he instructed. "It doesn't feel right."

There was a blipping sound as Max dragged the bar up higher. "Setting to medium intensity."

The anxiety immediately surged, and Ben felt very uncomfortable standing in the stall. He gripped the restraints tightly as the memory continued to play, with him begging Max not to detonate a bomb. Kevin and somebody else were trying to hold Ben back, but the desperate fear from the memory didn't match with the disturbing sense of unquiet he felt now.

"It's not enough," Ben insisted. "Higher."

"Ben, any higher and you'll be moving past normal recall and into traumatic flashback," Max warned.

In the memory, Max smiled and set off the bomb. The sense of grief and horror was muted in comparison to how Ben knew he must have felt that day. "Do it."

The humming from the panels reached an ear-splitting pitch. Instead of one specific fearful memory, a flood of images related to fear rushed through Ben's mind—explosions, loss, terror over his friends' and family's safety, and all sorts of things that he couldn't make sense of but couldn't bear to put up with.

He hit the floor suddenly, freed from the brain-stimulation, but he had enough fear running through his veins to keep him in a panic for a while. Two pairs of hands picked him up and helped him into a sitting position, and it took a moment before he recognized Gwen and Kevin. When he did, he held their arms tightly as he felt his whole body shake.

"Are you okay, Ben?" Gwen asked, sounding just as terrified as he felt. Lying, he nodded, but Gwen could see through it and just looked even more concerned. "We'll get you some water."

"No," Ben argued, getting a handle on the panic. Forcing himself to calm down, he tried to stand up and accepted Kevin's help in keeping his balance. "I'll be okay, I just… I wasn't ready."

"You're not going through that again," Kevin said.

"I have to," Ben insisted. "It was the only way it felt real."

"No, Ben," Max argued from the computer. "We're not putting you through that kind of overload. There's no telling what it'll do to you. Animo's already given you amnesia, and this could do a lot worse."

"But if I don't feel that connection to the memories..." Ben protested.

"Ben," Gwen interrupted, her voice soft but firm, "your memories are in the past. You're not supposed to feel like you're going through them all over again. They'll settle in, but not this way. Just trust us, okay?"

Ben took a breath as he looked at their worried faces, and he knew he could depend on them. His voice still unsteady, he answered, "Okay."

Gwen smiled as Kevin helped Ben back into the stall. Max stayed at the computer and said, "I'm resetting for a low-medium intensity. It'll take a while, so you'll have to be strapped in."

"Okay," Ben replied, nodding as his friends gently locked the restraints around his arms and legs. When they were finished and had stepped back, he announced, "Ready."

"All right," Max answered. "Starting in three, two, one…"

Ben closed his eyes, and the machine started humming again. The emotional resonance was set to happiness this time, and he couldn't help but smile faintly as his mind was filled with images of the people still by his side.

* * *

The humming in his ears ended, and the last memory faded from his mind's eye. He could hear movement around him, and he suddenly felt nothing holding him up. He started to fall, but two pairs of hands caught him.

"We've got you," insisted a male voice. Kevin, he remembered.

He was too weak to walk, but they helped him to a table and a chair. Once he was sitting, he was able to open his eyes and glance at the room he was in. Slowly, it came to him: he was in Animo's lab, and Kevin, Gwen, and Grandpa were with him.

"Are you okay?" Gwen asked, and he remembered she'd asked him that a lot.

"Yeah," he answered, his voice weak. Had he been screaming? Or was he just too exhausted to speak? "Just tired."

"Your blood sugar's probably low," Grandpa Max diagnosed. "I'll get you something for that."

No, he remembered this. Low blood sugar meant grasshoppers, and his stomach churned at the mere thought of it. "No thanks, Grandpa," he insisted. "I don't think I can keep anything down right now."

He held his head in his hands and took a few deep breaths as he tried to get his bearings. It took a moment, but Ben was able to remember his name and put together what had happened to him: he'd spent the last few days with amnesia, and he'd just gone through the difficult process of regaining his memories.

Ben heard the familiar sounds of destruction behind him, and he carefully turned to see Kevin smashing the computer console while Gwen fired energy blasts at the stall. The fervor with which they destroyed the immersion machine gave away their concern, and he smiled.

"How are you feeling?" Max asked, putting a hand on Ben's arm for comfort.

"A little sick to my stomach, and I've got a bad headache, but I'll be okay," he said.

"It'll take some time for the memories to settle in completely," Max warned. "Until then, you may feel disoriented."

Ben nodded, and Kevin and Gwen made their way over from the smoldering ruins of the machine. Dusting his hands off, Kevin announced, "Mission accomplished."

"I've got to admit, that felt good," Gwen confessed.

"Yeah," Ben agreed. "I'm glad to see it gone too."

Max helped Ben to his feet and said, "Come on, I'll drive you home. You can rest in the Rustbucket."

"No, I'll meet you guys there," Ben insisted, reaching for the Omnitrix. "It won't take long; I just need to do something."

He took a step to the side and transformed into Jetray, but everyone noticed when the alien didn't announce his name. It was still going to take some time for Ben to be completely back to normal. Seeing the mild worry on their faces, Ben said, "It's okay. I'll meet you at home."

He flew off and up through the hole in the ceiling before reaching the starry skies. The wind passing over and under his wings felt comforting as he made his way along the coast, racing against the first light of dawn creeping over the horizon.

Once he'd reached the beach, he turned into a nosedive toward the water and tucked his wings in, freefalling. He closed his eyes as the air rushed past him and he broke through the water. As Jetray, he could stay underwater longer than Ben could, and he enjoyed the cold depths of the sea for a few minutes before making his way up high enough to transform back.

Ben took a gulp of air as his head broke through the water's surface, and the ocean washed away the cold sweat from the fear and memories. Glimpsing something on the shoreline, he swam his way back and found the others waiting by a campfire. Gwen greeted him with a towel and asked, "Feeling any better?"

"Yeah," Ben answered in confusion, "but how did…" A memory from the other night hit him, and he walked over to Kevin. "I thought I told you this was a secret."

"Oops, musta forgot," Kevin answered with a smirk. "Guess you're just gonna have to find a new beach."

"Come on over here and warm up," Max called from the fire.

Ben gave Kevin a last, annoyed glare before pulling the towel closer to him and walking toward the fire. Still smirking, Kevin followed him, while Gwen made her way over, telling Kevin to leave Ben alone. Max was watching in comfortable silence as he fed the fire, and Ben sat down, trying to hide a smile. No matter how much they drove him nuts, the memories were better than the alternative.

**This chapter plays with a lot of references, as I was apparently holding them back for the finale. The location of Animo's lab under the warehouse came from the **_**CSI **_**episode "Pirates of the Third Reich," where Grissom found the entrance to the killer's torture chamber under a trapdoor he accidentally stepped on and noticed the floorboards were giving under his weight. **_**CSI **_**also provided the "low blood sugar = grasshoppers" cure, as in the first episode, Grissom treats new recruit Holly Gribbs' low blood sugar (from him making her donate blood for an experiment) with some grasshoppers he kept in his fridge. The "bad cop" conversation, though, was shamelessly lifted from Hawkgirl in **_**Justice League **_**classic.**

**The battle against Ben was heavily inspired by the source inspiration for this fic, **_**Power Rangers: RPM.**_** In the episode "Brother's Keeper," Black Ranger Dillon (an amnesiac himself) twice falls under the influence of the mind-controlling Venjix Virus (spot the pun in the fic) which caused him to attack his friends. The fact that Ben spent most of that fight in human form was to reference Dillon not having morphed during those battles, and because Ben is actually a really good fighter as a human whenever **_**Alien Force**_** shows off his skills. The general design of the memory immersion machine came from another season, **_**Lightspeed Rescue**_**, in the episode "The Last Ranger," where Lightspeed Rescue's scientists were using recordings to restore the Rangers' lost memories. The emotional resonance monitor, however, was inspired by the memory device in **_**Stargate SG-1 **_**"Collateral Damage," where Cameron Mitchell is the victim of a false memory implant and has to compare it against a similarly traumatizing incident in his past.**


End file.
